Author's Notes:

Since this is an AU story, please don't complain about anything that might deviate from the main Fo:E Memories story, or if Frosty's OOC in any way. Being a side story, I'm allowed to make up some headcanon details here and there. This all went past Bobulator anyway so if he says it's all good then don't complain.

Frosty just sat on the floor for what felt like an eternity, waiting for the pain to subside. Her eyes darted between the prosthetic attached to the stump of her left front leg, and the regular hoof of her right. Still in disbelief, she ran her hoof over the etchings on the metal of the claw where the holes would have been were she still in the possession of her original hoof. Her right hoof had the weird cut-outs and holes, as did both of her rear legs.

She dejectedly used a claw to poke through the holes and cutouts, gauging if they would hurt or not. Fortunately they didn’t, the insides were hardened like the rest of her new form, but that did leave her wondering what they were for.

Her claw ventured over the rest of her body, tapping to see what parts of this ‘shell’, as it were, would be hard and which would be soft. She found that the spaces between each section of the hard outer portions were softer, but no matter how hard she tried she couldn’t quite seem to do any damage, which would have been a bad idea the more she thought about it.

“What was a bug shell called again? Exoskeleton? Carapace? One of the two,” Frosty muttered to herself. She inspected the green band around her midsection. It looked to be reminiscent of a saddle of some description, but what its purpose was, Frosty didn’t know. “Maybe it’s genetically engineered formalwear,” she muttered to herself. “Wait, is that my voice? I sound like I inhaled a vacuum cleaner.”

Frosty tapped at the carapace with a talon. “Well, it’s hard. Heh, I’m hard,” she chuckled. “Wait…” Her claw travelled to the top of her forehead where she felt a twisted, bony protrusion sticking out. “Oh great, now I’m horny too!” Frosty exclaimed out loud to nopony in particular.

She took a look at her surroundings. A small room not even able to hold more than four ponies if they were squeezing in very tightly, greeted her view. It was barely enough to hold the chair and desk at the end, let alone the filing cabinet. Above her, on the ceiling nestled into the corner of the room opposite the door, a gelatinous, organic mass writhed above Frosty. It looked like something out of a cheap science fiction movie from pre-war holotapes. It had been split open, presumably when Frosty had ‘hatched’.

She was still coated in nasty changeling goop, and as she sat there trying to collect her thoughts it began to drip off and pool around her. Frosty buzzed her insectoid wings, shaking them of any excess slime. She reached behind with her talon to pull one of the wings around to her face to closely inspect it. The wing looked like sectioned, see-through plastic sheets that had been sewn together and sewn onto her back, slightly below her shoulders.

When folding them, Frosty saw that a small slit opened up to allow the wings to safely tuck into her carapace, free from harm.

“Wings and a horn. Great, now I’m a mutant bug-alicorn… Thingy…” Frosty gingerly tapped her new horn and muttered, “Now where’s my free robot upgrade and rainbow farts? And angst, can’t forget that.” She scratched her nose with her claw and then stared at it. “Oh. Right.”

A sinking feeling washed over Frosty as she realised there was one place she hadn’t checked yet. Very slowly, her gaze travelled towards the ground. She spread one leg slightly wider to discern what—if anything, had changed in her nethers. Seeing the fleshy valley was a welcome sight, but it didn’t offer much in the way of comfort for what was missing.

“Hey, what happened to my tits!?” Frosty bellowed. She frantically searched the area for any sign of them, but alas, none could be found. “Well at least I don’t have a dick,” Frosty muttered under her breath. She prodded her... new? equipment to make sure it’s as it had been before that bug got ahold of her.

Just to be sure everything was in working order, she gingerly trailed the tip of the talon between the folds, feeling the tender warmth of pleasure work its way through her new body. ‘I haven’t felt that in a long time,’ Frosty thought. She pressed with an overly eager firm touch, feeling the pleasure rise more, her heartbeat increasing the harder she pressed. “Oohhhhhh yesss,” she exclaimed.

Just to make extra sure everything was in its proper place, she pressed the tip of the talon at her entrance and slowly slid it in. “Oh by Luna’s plot It’s been a while,” Frosty gasped as a more intense bolt of endorphins rushed through her head while she buried the talon deeper into her nethers, the full feeling of penetration causing her to lean back slightly with her hoof supporting her while she fingered her tender folds.

“What about…” she began, using another talon to press on the little nub that began to poke out from the increasing stimulation. It definately had been a while. Frosty idly began to pump the talon in and out while another talon flicked and toyed with her clit. Her breathing got heavier and the frequency of the talon pumping in and out of her pussy increased. For if Frosty had been standing on her rear legs, they would have collapsed from under her as the intense wave of pleasure crashed over her. Her eyes shot open as far as they could and she almost lost the balance she had with her supporting hoof while exploring herself.

“Oohhh, I could so go for another one of those.” The realisation of her current situation slipping away, Frosty laid down on her back as both her hoof and claw travelled below. Her hoof began to rub at her sensitive pleasure button while a talon spread her folds open, allowing for deeper penetration from the other digit. Her breathing hitched and back arched as the talon managed to locate the ever elusive, extremely pleasurable cluster of nerves inside her walls.

She trailed around it in circles to work herself into a hot and heavy state, then the digit holding her folds open joined the first to stimulate the nerve cluster. The more pleasure Frosty got from vigorously rubbing her g-spot, the harder she pressed with her hoof against the clit. She felt a rising sensation build throughout her whole body, and she went for broke in an attempt to bring herself to orgasm.

Gingerly pressing her talons against her g-spot, her claw and hoof worked in tandem to bring the wave or building pleasure crashing down over her. Frosty’s mouth hung open as only a small pleasured squeak escaped, her back arched off the ground on which she lay as a small amount of juices squirted onto her claw and ended up on the ground.

Frosty took a few deep breaths, composing herself, before retracting the talon from inside of her. She sat up on her haunches with her mind still racing with the thrill of having an orgasm a long time coming. “Well, at least that isn’t more green goop. That’s the last thing I need right now.” As the endorphins slowly subsided, the image of Rumcake slowly came to mind. A devious smile spread across Frosty’s face as she wished her coltfriend had been the one to give her the first orgasm in Luna knows how long.

Images of Rumcake’s member began creeping into Frosty’s mental imagery, her smile growing wider as she imagined him ploughing her from behind.

For some reason, she began to feel a stirring below. Looking down, she noticed that a section of chitinous plate had shifted. What she thought was a simple section of the chitin that shifted to allow for better dexterity in movement, wasn’t that. It wetly slid back and something that looked undoubtedly like a stallion’s penis began emerging.

“WHAT!?” she screamed. “NO NO NO!” Frosty batted at the black and neon green speckled member, but found out the hard way that it was a bad idea. The wave of pleasure from before had subsided and was replaced by wincing at essentially having been kicked hard in the gut. Gritting her teeth at the regretted action, she waited until the pain subsided. Fortunately for her, the unexpected surprise made the meaty appendage retreat back into its hiding place.

“So. I’m a mare. And a stallion. Fuck you, creepy bug thing.”

Abruptly, Frosty’s voice changed ever so slightly, taking on a more rough tone. Her eyes flickered to yellow as she growled, “You realise you can now go fuck yourself, too.”

Frosty blinked and her eyes returned to their regular green. “Just did, buttface. If you’re around, is the rest of me around? Time for a roll call, take your turns!”

Each of Frosty’s personalities took their turn to freely speak using her mouth.

“Here,” Gala Frosty said. Her voice became more smooth and sophisticated.

“Teehee, we’re green,” giggled Filly Frosty, the voice adopting a younger, slightly squeakier tone.

“Waddappened? Waddid I mish?” the slurred voice said. Yup, Drunk frosty is alive too.

“Now we’ve got more holes than you know what to do with. Make your choice,” Raider Frosty finished with a shit-eating grin.

“Ughh…” Frosty rolled her eyes as they went back to green and went back to examining her surroundings while rubbing her temple with a hoof.

Apart from the desk and cocoon, and the glowy green shit plastered everywhere, there was just the door opposite everything at the end of the room. Frosty stood up on all fours, stretching everything out for the first time since she got hatched.

The door had a rotating handle which retracted bars that buried themselves into the top and bottom of the floor as the means to lock it. Well, it wasn’t really locking because it didn’t have a visible lock for a key. More or less just a storage room by the looks of it, although why there was only a desk in there was beyond Frosty.

“Maybe somepony had a student-teacher kink and liked to be shut in here,” she mused.

She put her hoof on one of the bars that radiated out from the ‘handle’, as it were, pressing down on it while pushing up on an opposite one to turn the handle, opening the door. With a crunch and a grind, the two-hundred year old door unlocked and squeaked as it swung open.

“Need to get some oil on that…” Frosty looked back into the room and saw all the goop laying around and figured she’d slap some of that on there, mainly for the sake of having said she’d oiled the rusted hinges.

Frosty poked her head out of the door and looked right, seeing two more doors and the end of the huge corridor. It looked as though it could be five metres wide and about three tall. Opposite her, five more doors dotted the corridor. Looking left there were two more doors, putting her in the middle. Frosty’s eyes followed up a path that lead to a ladder that was angled up towards a hatch at the end of a corridor with the hatch set into the roof.

When she thought about it, the corridor looked to be an underground storage area, but why were there only tiny storage rooms accounting for half of the potential usage of the corridor was another question in of itself.

“Check in the other rooms before you leave. Might be something useful,” Gala Frosty suggested.

Agreeing with the idea, Frosty checked the room on her immediate left, finding it to contain a dried up husk of a cocoon from its previous inhabitant. How many ponies had this changeling kidnapped? Were there cocoons in all of these rooms?

The next room down didn’t have a cocoon, rather half a dozen packets of pre-war junk food. Frosty’s face lit up with joy at the prospect of a cherry snack cake, but was quickly snuffed when all there was, was a few boxes of sugar bombs and non-cherry snack cakes.

’When was the last time I ate anyway?’ Frosty thought as she picked up a preservative-laden, banana-flavoured snack cake. Figuring she’d eat something before trying to find Rumcake and co., she tore open the packet and hungrily inhaled a good mouthful of the treat.

The food just sat in her mouth. She didn’t chew, didn’t swallow, the cake was just… Bland. Mouth full, Frosty looked over the cake with incredulity, wondering why it tasted like cardboard. The changeling did say something about starving at some point, what was it again?

“You should probably find somepony to leech off of before you starve to death.”

“Such tasty, tasty love.”

“I haven’t had love like that in a long time.”

Growing up in Cloudsdale where history books were more readily available—and not destroyed, Frosty remembered reading about the Changeling invasion of Canterlot. Queen Chrysalis had fed off of the love of the groom, and she gained power and strength from it. Right now that was all she needed to know, and that somepony had definitely taken some literary liberties with the source material.

“Looks like you’re out of luck if you can’t eat regular food. You’ll have to find somepony that has love to feed off of,” Gala smartly replied.

“I think Raider is going to want to so some brain painting, with brains supplied by the changeling, ain’t that right?”

“Oh oh oh,” Raider bellowed. “Can I!?”

“We’ll see. Now we just need to get out of here.”

Frosty finished checking the rest of the rooms, finding another half dozen cocoons—four of which still had ponies in them. She did manage to find a 9mm pistol on the ground next to half a box of ammunition in one of the rooms that had a pony still in the process of being converted into a changeling. The gun was covered in goop, and when she tried pulling the trigger all that happened was a cylinder of semi-solid goo slid out, followed by the bullet. The gases made a raspberry sound, then a noise that sounded like a fart escaped the muzzle as the rest of the crap from inside the barrel fell to the floor.

“Teehee the noisy thing farted,” giggled Filly Frosty. After all, one can’t blame the sense of humour in a child and what a drunk finds funny, as Frosty found out when Drunk Frosty started laughing.

The gun wasn’t in the best condition; it wasn’t well maintained but on the bright side the gooey crap looked like it had only permeated the barrel, and the internal components looked to be in working order. The goo just needed to be drained out of it to gain some semblance of proper working order, so after filling up the magazine with as many bullets as it could hold, Frosty stuck the muzzle of the gun into one of the holes in her rear legs and tied it in place with some old rags that were in one of the other rooms. She did the same with the magazine in her other leg too.

Frosty began making her way towards the ladder at the end of the underground corridor. Looking up, she saw scuff marks at the bottom of the ladder. They were rather evident to suggest that the ladder had been well used, presumably when the changeling had been dragging its victims down here for Celestia-knows-how-long.

Frosty climbed the ladder and turned the wheel, adding to the notion that this place had been frequently visited. In hindsight, It makes sense that the changeling would kidnap ponies and impersonate them; it needed a food source, namely love to survive. Guessing regular food didn’t satiate them the way it does for normal ponies.

She knew the changeling couldn’t keep doing what it had been for much longer. It made the mistake of capturing her, and now the sorry little bug was going to find out that you didn’t mess with Frosty.

Opening the hatch, she emerged into the Wastes. The assault of the elements that greeted Frosty’s face made her grimace, but it didn’t stop her from climbing out. Looking back on where she had climbed out of, the hatch was set in amongst some rocks that had a makeshift shelter of sorts over it. Rather crude, all it was is a few sheets of corrugated metal supported with a few sticks as the roof, and another sheet had been placed over the hatch to act as the floor for the crude shack. Nopony passing by would have looked at it twice, and no one else would have thought that a changeling had been converting countless ponies right under their hooves as they slept.

“Right, time to see if I can fly with these wings.” She gave them a precursory flap, which inadvertently turned into them buzzing. Taking off, Frosty found that the bug-wings had the same functionality as pegasi wings; the capacity to flap was the same except the result was faster beating of the wings.

Playing it safe, Frosty hovered not too far above the rocky outcrop to gauge her surroundings. The buzzing from her wings became rather annoying, like a background ambient noise you wished you could silence.

Frosty turned in a circle, hovering in the same spot while she scanned the horizon as the leftover goop got blown off her from the breeze, splattering to the ground. One glob landed on the tin roof with an audible plink.

“Happy Hills!” she beamed, immediately darting in the direction of the town. From the looks of it, the quaint little town appeared to be a few minutes away if she really motored.

“How long have I been gone anyway?” Frosty said absentmindedly.

Frosty’s eyes turned yellow again. “Don’t you mean how long did that soon-to-be Splat on the wall kept us prisoner?” Raider chimed in, Frosty blinking her eyes back to green.

This time it was Gala’s turn. “If Frosty here kills the changeling then everypony else will think she is the imposter. We need to catch the changeling out on its terms.”

Frosty managed to get to the the little town in a five minute flight, landing on the first roof she found to avoid causing a stir by being seen.

Then again, in a Wasteland full of mutants, it’s not exactly out of the question to see what could be construed as a pony that somehow fused with a bug and mutated. Besides, with the books gone into disarray the vast majority of ponies would be too illiterate to read on some level or another, let alone wondering why anyone would want to research a thought-to-be-extinct race.