As soon as Celestia disappeared, Blossomforth’s spidery tentacle body lost all skeletal structure and she collapsed to the floor of the library, her tentacles became floppy and structureless tendrils of flesh curling around aimlessly. She looked like she was curling and stretching her tentacles as a way to relieve angst, her head laid on the ground.

“Oh my gooooosh!” Blossomforth exclaimed with a bit of frustration as she flopped on the floor, using the expression she learned from Anon, she didn’t feel like invoking Celestia’s name right now. “That was so nerve wracking!” She turned her head on the floor to look at Twilight. “How are you doing? I hope this went as well as you hoped when you decided to reveal me to Celestia.”

Twilight looked a bit exhausted but she smiled wearily at her shapeshifter friend. “Well, I guess it went as well as I could have hoped. I have never seen Celestia so… Perturbed before. She’s usually unflappable, never surprised by anything. I suppose it makes sense given your, eh, situation.”

“Hmph!” Bossomforth frowned and stared at the ceiling and groaned as she stretched and flexed her tentacles randomly. Her neck lifted her head up slightly and rested her chin on top of two tentacles that kind of acted like arms, propping her head up. “I’m sure you might have guessed given your access to the Matrix and how quickly your genius brain consumes new information.” Blossomforth glanced over to Twilight and lifted two tentacles between their eyes and had the tips hover near each other like she was about to pinch something. “I was this close. I could have infected Celestia, but I didn’t!” Blossom added quickly and leaned her head back to stare at the ceiling. “I was sooo tempted to generate an insect body like a mosquito and then inject some cells into Celestia but I decided not to. My alien instincts certainly wanted me to, tempting me with this power. What’s the point anyways? To make things easier for me? The easy way isn’t usually the best way. I don’t want to be a monster, Twilight! I’m fine with the slow and hard way, even if it means things not going my way immediately. It’s so disgusting and wrong to manipulate someone’s brain. It’s like you’re vandalizing a beautiful painting or messing with a clock so that it doesn’t run as well.” Blossom sighed. “I’m sorry for what I did to you, Twilight, but I would never want to mess with your brain. It’s so beautiful and efficient, to mess with something so exquisite is a crime.”

Twilight stood up and walked up to Blossomforth’s reclined and relaxed wriggling tentacle body, smirking as she looked down at her. “Yeah, I know I’m a genius.” She scuffed her hoof against her coat in a mock gesture of superiority.

It was so ridiculous and out of character for Twilight that Blossomforth started to laugh. “Pfffft, hahaha!” Then Twilight took the opportunity to open her wings and use the feather tips to tickle the crevices between where the roots of Blossom’s tentacles merged. Then Blossomforth's eyes widened as she started laughing uncontrollably. Her tentacles writhed and curled as Twilight, amused, continued to attack the armpit-like crevices between the tentacles with both wings.

“Huh, I had a theory you would be a bit ticklish there.” Twilight continued to peck at Blossom’s tentacle pits with her wing tips but eventually let up and allowed Blossom to breathe.

Tears streamed down Blossomforth’s face, she gasped for breath and her head no longer reclining but rolling on the floor laughing. Her coils were twitching and curling around. She sighed, looking at Twilight. “Ah mare, thanks Twilight, I think I needed that.”

“I think we both needed that after what happened today.” Twilight paused for a second. “Look, Blossom. I know that you are a good pony. I’m so proud that you resisted the temptation to infect Celestia. I know it would have been easier for you to just manipulate Celestia even if it was just small tweaks here and there to get her on your side, but I think we both know it’s better this way. I’m so excited for what we can do. We’re going to change the world, Blossom! I’m very nervous about what could happen but I’m also very happy. You’re such a gift to our world. Imagine when we end disease and aging! I can’t wait to explore all the possibilities, you have a lot of untapped potential. Now that Celestia is involved, she’s not going to want to wait. We should work together, right now! Through the night even! I know that you have the ability to eliminate the need for sleep. Also, you owe me more shapeshifting capabilities. I want you to make me a full blown shapeshifter!”

“That sounds great and all, but before we begin, I have a more pressing matter to attend to.” While Twilight was giving her speech, Blossom was surreptitiously curling her tentacles in a way that they would be near Twilight’s hooves and now she had them quickly wrap around Twilight’s ankles. “It’s time for my tickle revenge!” Four tentacles wrapped around four of Twilight’s ankles and they started to lift Twilight into the air.

“Whaaaaa?” Twilight was surprised as she was forced into a spread eagle position, her hind legs and forelegs at 180 degree angles from each other. Of course since Blossom had upgraded Twilight’s body to be flexible this position wasn’t uncomfortable. Blossom had lifted Twilight above her head which was laid on the floor.

“Oh my, look at those delectable legpits, that plump belly!” Blossom slithered her other tentacles to each of Twilight’s four leg-pits and commenced tickles.

“Pffffftt! Ehehe! Shtahp! That’s not fair!” Twilight writhed and her torso wiggled as she fruitlessly tried to clamp her legpits shut. Tears rolled down her face as she couldn’t stop laughing. Then her horn started to light up like she was about to teleport but Blossomforth was ready, she quickly lifted her head and a tentacle tongue quickly shot out of her mouth to wrap itself around Twilight’s horn. Blossom was very quick, she was curious if it would interrupt Twilight’s spell. Twilight had a confused look on her face, it seemed to have worked. “Blossom? Please!”

Blossomforth relented, she retracted her tongue and her tentacles stopped tickling Twilight’s legpits. Twilight’s rib cage could be seen heaving as she was gasping to catch her breath. Blossom gently set Twilight down on the floor. Twilight was shivering slightly as she recovered. Blossom stood up, her tentacles quickly scrunching up and becoming thicker to take their spider leg forms once more, taking on their structural role. “Well, I was curious if that would work.”

Twilight sighed, finally catching her breath. “Well, yes, unicorn horns are pretty sensitive, if you, eh, lick it like you did then it’s bound to interrupt a spell if you lick the horn at just the right time.”

“Well, I hope I didn’t go too far, but after you tickled me I couldn’t resist trying myself.”

“No, no. I had fun.”

Blossom walked up to Twilight and brought her two front tentacles up to hug Twilight, using the crook of her thick flexible tentacle neck to press and hug Twilight against. “Thanks for being such a good friend, and forgiving me through all of this craziness.” Twilight wrapped her own foreleg around Blossom’s flexible neck and returned the hug.

Twilight closed her eyes and enjoyed the hug. “Thanks for being so kind and caring, Blossomforth.”

They kept the hug for a long time, maybe ten seconds and then finally let go. “Well, you said you wanted to try and be productive tonight? Time is of the essence. I’m sure we’re both going to be very busy soon now that Celestia and the rest of the government know about me.”

Twilight nodded. “That’s correct. Why don’t we go down to my basement to make sure that Spike doesn’t walk in on us. Plus I have all my scientific equipment down there.” Twilight walked over to the door leading to the basement and held it open for Blossom. They both walked in and Twilight locked the door behind them. They started walking down the stairs.

“Look.” Twilight continued. “I was a little uncomfortable lying to Celestia about your hivemind ability but I know why you wanted to do that. You didn’t want to panic Celestia. The possibility of you spreading around like a virus to infect all the ponies and then using all their bodies at the same time is certainly a creepy doomsday scenario.”

“Twilight, I would neve-” They had reached the bottom of the stairs and Twilight turned around to look at Blossom in the face.

“I know, Blossom. I trust you, which is why I lied to Celestia for you. Now, what I asked for in return. Can you help me to be a proper shapeshifter? I’m a bit limited by my nervous system. I can’t do anything really crazy because it’s in the way and I’ll damage it. I want to be able to do what you can do. Become a tentacle spider, crawl on ceilings, change my identity to be a different pony or even jump between multiple bodies. I know that you’ve infected others besides me and have their body designs. I’ve seen their information in the Matrix.”

“Of course, Twilight. I owe you that much.” She raised a tentacle as a gesture. “However, there’s a few things you need to consider. If you want your nervous system out of the way to allow for a more free shapeshifting experience then there are two options I can think of. First we could put your body in a hidden cocoon and have a plant provide nutrients. This would allow you to instead connect your brain via the hivemind to another body. This seems like a good option, and it’s reversible, your original body will still be waiting for you in the cocoon if you want to go back to how it was before.”

Twilight nodded. “I thought as much. This seems like a good option. But what about the second one? I’m not sure I know about this one.”

Blossomforth hesitated. “Well, to be honest with you I’m not so sure about this one. Perhaps we can forget about it.”

Twilight frowned and raised an eyebrow. “Well, now I’m curious. Tell me anyway.”

Blossomforth muttered to herself. “Fine, I’ll tell you but I don’t think I’m going to make this one an option. For a few reasons. I’m going to tell you about this because I trust you but I want you to keep this a secret for now. Can you do that for now at least?” Blossom eyed Twilight.

Twilight looked curious but she nodded. “I can do that.”

Blossom groaned. “I hope I don’t regret this. The second option is something I suppose we can call composure or maybe compilation. It’s what happened to my pony brain. As you know, I don’t really have a brain anymore, just a mind that resides in the hivemind and will interface with my bodies’ nervous systems. My mind is the only one in the hivemind so I control everything. I’m able to do incredible things like create a hierarchy to duplicate my attention, control, and dexterity. I can duplicate my mind functions and kind of exist in multiple places at the same time, controlling multiple bodies simultaneously. However, to get to this point I had to give up my brain, not that I had a choice! The brain is a complicated thing, it’s not made to be duplicated or expanded like the hivemind is. It’s so complicated in fact that I can’t duplicate brains without the copy being inferior or corrupted. The only way to transfer your mind properly to the hivemind would destroy your brain in the process due to the invasive methods needed to properly get all of the information out. It’s also a one way trip, once your brain is composed, I think your mind will always exist as a part of a hivemind at that point.”

“Wow.” Twilight looked like she was processing what she just heard. Blossomforth looked a bit uncomfortable and hesitated but pushed on to the next part.

“There’s also the fact that I’m going to be territorial of the hivemind. I control the Matrix in there and I am going to guard it jealously. Biological and hivemind designs are like a currency or power in the hivemind because the hivemind can express these things in the physical world and allows you to better utilize the hivemind to expand your processing capabilities. The ancestors usually control these designs to dole out power and responsibilities to the drones or ‘seeds’. They gave the seed that I was fused to all of their best designs because they wanted to give their offspring the maximum chance of survival in an unknown world while they were in the midst of an uncertain war. I am a selfish person so if someone else were to join the hivemind, I would probably be very careful about what information I would share and hoard power for myself. I’m just being honest with you, Twilight. I hope you’re not offended.”

Twilight looked pensive, considering this. “I get it, Blossomforth. Frankly if I were in your position I might do the same thing so I don’t blame you for being selfish.” She paused, thinking. “I think that the first option would be better in this case, however… Mind and dexterity duplication seems a bit tempting. Maybe it’s best not to push things too far so soon though. I guess I like the cocoon option and use the hivemind to pilot a second body, perhaps I could do something like juggle bodies for multitasking. Maybe in the future though?”

Blossom used her front two tentacles to shrug. “I guess anything is possible. There’s another thing that I forgot to mention. I usually do a good job at hiding it but you should know when you do major transformations, especially ones where your body takes a more amorphous or liquid-like form, you use up a huge amount of energy and some of your cells will be consumed and then turn into something dead, you essentially loose biomass. Usually it’s like dirt or, well, poop. I usually do my best to hide the waste inside myself until I can find privacy to expel it, usually in the bathroom if I’m at home.”

Twilight looked interested. “Huh, that makes a lot of sense. Frankly I was bewildered by how you were able to rebuild your body from gore splattered about after you exploded. It seemed kind of impossible to do such a thing without some kind of cost. Sorry, again, about that.”

Blossom sighed, “It’s fine, and I’m sorry again for infecting you without permission. I was trying to be intimidating so I didn’t show it, but yeah, I had a big poop after that hefty piece of shapeshifting. I do have quite a bit of meat in the fridge and freezer that I can use for a quick pick me up but for anything more substantial I have quite a few animal drones in the forest that I can assimilate when I need more biomass. I used to do a lot of crazy amorphous shapeshifting before but recently I’ve been trying to be more efficient and conservative because I was noticing that I was starting to mess up the local ecosystem by eating too many animals. I know a lot of this is kind of gross but real shapeshifting isn’t like a superpower from one of Anon’s comics, it’s based on biology and it has a cost in terms of energy.”

“Very interesting. Soo… If I want to be a shapeshifter with more comprehensive transformations I’ll have to get used to eating or assimilating animals as a fuel?” Twilight looked at Blossom.

Blossomforth nodded. “Yup, I have found it kind of natural to eat animals after my inherited alien instincts but for you, well it might be harder to accept. Your brain is still full of your pony and herbivore instincts, nothing to help you transition to being a predator like how my mind was changed.” Twilight’s brow creased with concern. “I mean, I could try and implant some predator instincts into your brain but I don’t think you would want that to be messed with.”

Twilight paused, thinking for a minute. “Yes, you’re right. I want to limit modifications to my nervous system. However, I was thinking of something. Why don’t we start a biomass farm? With your ability to create animal drones and assimilate plants, wouldn’t it be easy to just create a pool of easily assimilated cells and nutrients? If we can use conventional farming methods to create nutrient dense food and then funnel it into animals, couldn’t we have the animals excrete nutrients and cells into a centralized pool of nutrients resembling an egg or maybe even an underground flesh cave? Perhaps even better, we could conceivably create a biomass machine without involving animals at all. That way we won’t have to hunt animals and can simply take what we need from the pool.”

Blossomforth looked interested, a glimmer in her eye. “Yes! I have thought of doing something like that but I always needed to keep it under the radar. I already do a kind of farming on a small scale, small enough not to be noticed. I had animals I had assimilated give birth to mindless animal drones that are programmed to eat and consume plant matter and grow quickly, supplying me with a pool of quick access biomass. The drones don’t have a personality at all so I don’t feel bad when I eat them. However, now that Celestia and the government knows about me, perhaps I can afford to set up a more large-scale and industrialized kind of setup with their blessing. That would definitely allow me to more freely shapeshift without worrying about the resources needed. Also, if we’re going to help ponies in the future we might need a lot of energy to do it. I think that this could be what we need pretty soon.”

Blossom sensed that Twilight was feeling a bit squeamish the more she thought about it. Blossom gazed at her in pity, she remembered what it was like to be a herbivore, the thought of eating raw meat was just disgusting. “You won’t have to eat the meat, assimilation means you won’t have to taste the meat but the process itself kind of makes you seem monstrous. I know that shapeshifting can seem frightening and disgusting but it’s unavoidable if you want the freedom it gives.”

Twilight looked up at Blossomforth and then she smirked as if it was a challenge. “I’m not going to let a little squeamishness get in the way of learning about the secrets of perfected biology. Ohhh! I’m so excited! Also, since you’re teaching me to shapeshift, I’m going to have to teach you how to properly wield magic. Oh dear Celestia, imagine, a tentacle creature that can teleport also. Ha!” Then Twilight thought about it for a moment. She imagined how Blossom could use magic to teleport pieces of her own flesh into other ponies and infect them inside out. The merger of magic and advanced biology could create a monster that was truly eldritch. Her smile fell slightly but she quickly recovered. If Blossom was able to master magic too then there was truly nothing that could stop her. Twilight shivered slightly, Blossom wasn’t the type to think about these things, Blossom just wanted to live a peaceful and lazy life. What could she become if she had motivation to conquer?

Blossom looked distracted so she didn’t notice Twilight’s nervousness. “Huh, teleportation could be super convenient.” Blossom smiled just thinking about it. “I know it’s a difficult thing for unicorns to learn but I specialize in utilizing neural information which will speed this up a lot.” Blossom looked at Twilight with a bit of embarrassment. “It will involve studying your muscle memory and other skills inside your brain to learn quickly. I hope you don’t mind, this kind of thing is not too invasive, it’s read only and won’t alter your brain at all. Might need a bit of coaching from you, though. More complex skills can be difficult to extract.”

“That’s- That’s fine, Blossom.” Twilight thought about the athleticism and muscle memories that Blossom had copied into her own body and how much she enjoyed curling and flexing her body in new ways. Being able to move her body easily was so freeing. She imagined that Blossom learning magic would be similar to that. However, the amount of power that Blossom could wield after this was still frightening.

Blossom curled a warm and furry tentacle around Twilight’s shoulder, Twilight looked up into Blossomforth’s eyes. “Are you doing ok, Twilight? I don’t have to learn magic right away if you’re uncomfortable. I’m sorry for mentioning invading your brain and mind. Perhaps I shouldn’t be talking about such things so casually. I- I’m sorry.”

Twilight gazed back into Blossom’s blue eyes. Blossom had misinterpreted her body language. Twilight sighed at Blossom’s misunderstanding. “It’s fine, Blossom. I’m not worried about that. I was just thinking about the kinds of things that could be accomplished when we combine magic and your new biotech. It’s a lot to think about but I’m confident that you and I will be responsible and won’t abuse our powers. We just need to be careful.”

Blossom rubbed her chin with her other tentacle leg. “Yeah, there’s so much to do.” Twilight noticed that Blossom didn’t seem to realize all of the potential things magic could be used for. “Well, do you want to get started? If you want to take the cocoon option then we’re going to need to set up a spot for your body. Did you want to use this tree? Seems like it could be convenient but I would have to infect it. If you wanted more security we could probably use some obscure patch of land somewhere in the Everfree. What do you think?”

Twilight grew a little excited after changing the subject. “Yeah, I think using this tree would work! It’s my favorite tree after all.”

“Hmm…” Blossomforth looked around at the wooden walls of the basement. “I think it’s going to be for the best if we keep the fact that your body is located under here a secret. I can begin the tree’s assimilation but it’s going to take a while to finish. In the short term maybe we can put your cocoon in a closet perhaps? I’ll need to use some biomass from drones to build your cocoon and feed your body energy while we wait for the tree to be assimilated. I’ll start walking them over from the Everfree. In the long term, I should be able to hollow out a chamber below using the roots and extra energy from the tree’s photosynthesis will be enough to keep your original body in good shape. Also, don’t worry about atrophy or other things like that, the cocoon will keep your body in tip top shape and even halt the aging process.” Blossom looked back to Twilight. “So, what do you think? Do you like the plan? Is this what you want?”

Twilight gulped. “Well, it’s definitely going to take some getting used to eating animals but I’m extremely excited. Thank you so much for being so accommodating, Blossom.”

Blossom winked back to Twilight. “What are friends for?” Blossom looked up at the ceiling. “The two deer drones are on their way. Should be here soon.” I can start the tree’s assimilation now. She looked at Twilight, Twilight nodded in approval. Blossom walked over to the wall and lifted two tentacles, pressing them against the tree’s wall of roots. Her tentacles began to change texture on the end becoming more amorphous and fused to the roots forming a continuous fusion between animal and plant, her veins on the end seemed to turn green and brown as they fused. Then it was over, her tentacles detached from the root. “Alright, there we go, the infection has started. It will take a while to infect the whole tree, maybe a day or more. The assimilation is much slower in plant life than it is in animals but it spreads steadily and exponentially as the infection spreads.

Blossom looked back at Twilight. “So, I was thinking. This might be a good opportunity for me to learn some magic. Do you mind if I look at your memories and skills in your brain regarding magic? I was hoping to try and teleport the deer from the outside directly into the basement. Is that kind of thing possible?”

“Hmm.” Twilight frowned and her eyes stared into space, thinking. “Well, if you know exactly where the deer is located then it should be possible. I noticed while studying your matrix archives that your hivemind allows for spatial triangulation of your drones and assimilated cells. If you know exactly where your target is in relation to yourself then teleporting the target should be possible. As for my memories and skills, go ahead, just be careful. I only have one brain you know! I will be interested in what you can glean with that, if it doesn’t work then I can try and coach you.”

“I’m always careful with that.” Blossomforth began to read Twilight’s brain, she searched for Twilight’s skills regarding magic and teleportation. Oh boy was it complicated! There were so many mathematical and instinctual calculations to be done. Blossom was a bit bewildered by it all but she attempted to copy the skill into her hivemind. She had copied many complicated skills before and was able to quickly use them to quickly adapt to new bodies but this was on a whole new level. She was a bit doubtful if it would actually work but being able to delve into Twilight’s memories really helped to quickly understand it. Blossom’s brow furrowed as her hivemind struggled to process all the new information. She touched a tentacle to her temple as a gesture of concentration. “Wow, that’s seriously impressive, Twilight. I had no idea that this kind of thing was so complicated. It’s no wonder that many unicorns can’t teleport at all. This is so complex!”

Twilight smiled. “Well, like your contortion skills,” Twilight smirked and quickly kicked her leg backwards like a ballerina and used the momentum along with help from the muscles on her back and shoulders swung her whole butt, torso and legs balanced above her head again in a hoofstand. She sat on her head like she demonstrated to Celestia, her butt squishing into her head. “I practiced magic for years to learn to teleport, you also practiced for years to do this kind of pose but you simply gave me the skill without any effort on my part!” Twilight went further and carefully lowered her chest to the floor with her forelegs performing a reverse pushup motion in an impressive display of strength, her entire body weight balanced on her forelegs. Then her hind legs bent and her hooves set down to either side of her face.

(Imagine Twilight in this pose)

“This is a pose and skill that I frankly have no right to be doing!” Twilight exclaimed as she sat with her chest on the floor, her butt squishing against her shoulders and her head between her legs. Twilight was giddy with excitement at the control, strength, and flexibility she possessed over her body. She didn’t notice it but her excitement made her penis begin emerging from its sheath, and was starting to stick out backwards, erect. It didn’t help that this curled pose was squeezing her prostate and prominently displaying her privates. “If I can learn to do this in such a short time when it took you years to gain this level of flexibility then perhaps with the power of mind reading you can learn to teleport in a short period of time as well.”

Blossom snickered at Twilight’s forming boner. Twilight seemed to be oblivious to what was occurring, not having much experience with a penis but was a bit flushed at how good the pose felt. “Uh, do you need help with that?” Blossom pointed a tentacle at Twilight’s penis

“Wait, with what?”

“Well, I can show you. Do you mind if I touch it?”

Twilight was a bit confused but said “sure.”

Blossom slithered out her tentacle and gently touched, tracing the underside of Twilight’s penis that was sticking upwards and backwards in her contortionist pose. Twilight instantly gasped, her anus pulsated and veins popped on her penis. Her balls seemed to retract slightly. “With that.” Blossom said. “I have experience with this, doing these contortionist poses can sometimes activate your sex drive. I’ve noticed it especially with the prostate which tends to get squeezed and stimulated during extreme backbend poses. I can help you relieve the pressure by milking you if you want.” She paused and showed Twilight a tentacle which had started retracting its fur so it was smooth, pink and oily. “It would involve prostate stimulations via the anus.”

Twilight gasped again, realizing why she felt so flushed. “Yes, please!” Blossomforth didn’t hesitate, she used two tentacles. The first one became like a fleshy tube or worm and engulfed Twilight’s penis and the second one which was now bare of fur and lubricated quickly slid into Twilight’s anus. With extreme precision and efficiency Blossom stimulated Twilight’s prostate and undulated her tubelike tentacle. Twilight moaned as her penis was efficiently milked. It was over so quickly and Blossomforth swallowed all her cum. Twilight immediately orgasmed, her pelvic floor pulsed, causing her penis to twitch and her anus to undulate. Then her penis began deflating, becoming flaccid as it slid back inside its sheath. Twilight was so overwhelmed with the torrent of pleasure and relief. “T-thanks Blossom.”

“Oh, it’s nothing.” Blossom’s tentacles shifted back into spider legs and she continued her conversation as if nothing odd had happened. “But you do have a point. I’ll see if I can do it myself using some of the information I was able to copy from your brain. They should be here…” Blossom looked up at the ceiling. “Yup! I can sense them outside.” Blossom began to sprout a white unicorn horn from her skull, cracking noises could be heard as her skull changed shape and blood dripped from the piercing but was quickly absorbed. Blossom had become a unicorn tentacle spider.

Twilight slowly unwinded herself from her contortionist pose, pushing her chest up with her amazing foreleg strength and balance, flexing her abs, and lifting her hind legs so they were straight up. Her ass hovered above her head once again in a hoofstand. She breathed in and out deeply, chest expanding and contracting as she held the pose with incredible control and kicked one of her hind legs back down, landing on the floor with one hind hoof and then the other. She had inherited incredible grace and control from Blossomforth’s experience as an athlete and contortionist. She shivered slightly, recovering from the milking and the pleasure of having such strength and control over her body.

Blossom smiled as she watched Twilight perform the amazing poses. “You know, I trained for many years to do that but now look at me! I’m a tentacle spider, a shapeshifter. It kind of seemed like all the effort I put into that went to waste because I can now become something much more flexible and strong but it seems that my coordination and muscle memory can now be enjoyed by others. I’m glad I can share it with you, Twilight.”

Twilight sighed. “It’s truly amazing, Blossom. I get to feel so many new things with your muscle structure and muscle memories. I feel like a completely different pony. I truly hadn’t realized what I was missing, ignoring physical fitness for study instead. However, since you gave me such a special skill that you spent years developing, why don’t we focus on giving you something special that I spent years developing. Since you’re going to practice teleportation on a drone, it’s fine but please don’t try this on another pony until you have mastered it, it can cause serious injury or death. Remember the algorithm, you need to vectorize the magical force to correctly account for distance and direction. Use my memories to guide you. If you need help, do you think you can connect me to the neurology that is connected to your horn? I might be able to guide you and check your work on the fly, giving some nudges to help.”

“Sure, just let me try myself once, then I’ll get you connected to the brain that’s controlling this horn and I’ll try again with your nudges guiding me.” Twilight nodded and Blossom closed her eyes with concentration, allowing Twilight’s memories and instincts to guide her. She focused on the deer, just outside the tree house. Her horn started to glow blue. Twilight watched, impressed at how seamlessly the skills had been transferred, until. Ah, there it was. Blossom must have incorrectly calculated one of the vectors because her horn quickly fizzled out. Blossom’s eyes stared cross eyed up at her horn and her tongue slithered out of her mouth to lick her horn. “Whaow!” Her tongue retracted back into her mouth and she was able to speak clearly again. “I didn’t realize how hot the horn got while doing a spell. I guess I’m ready for you to guide me a bit. It seems there’s more to this than instinct, real mathematics needs to be done to do it properly. Want to help me this time? I think I can learn eventually but I will need your help.”

Twilight nodded. “Well, your horn won’t get as hot when you are able to properly balance the vectors, if they become unbalanced and you are unable to do the proper calculations quickly enough the spell will become less efficient and make your horn heat up until the spell overheats your horn. As we unicorns get better at it we’re able to do more complicated spells with less energy. Try again but this time connect me to the brain you’re using and I’ll try and correct your calculations rapid fire as you make mistakes, I’ll try and nudge you in the right direction.”

“Wow.” Said Blossomforth. “With flexibility and contortion, they become like second nature eventually, not something you have to think too much about to accomplish but it seems like you’re always doing conscious calculations when doing a complicated spell. Maybe one day we could try to automate the calculations into a custom neural organ. Seems like it might be a bit too complicated for me but it might be right up your alley, Twilight.”

“Yes!” Twilight exclaimed. “That’s what I was thinking about too! This is definitely a project I want to pursue when I learn more about creating custom neural organs with the hivemind. But for now, connect me up and I’ll help you to do your first teleport.”

Blossom nodded, concentrated and connected Twilight’s brain to her horn. “Alright, can you feel my horn?”

Twilight concentrated, Blossom’s horn lit up blue and using telekinesis from Blossomforth’s horn, she lifted a book from the shelf, flipped through the pages and slid it back into the shelf. “Woah, neat! I can use your horn! Alright, try doing the teleport again and I’ll guide you.”

Blossom nodded and closed her eyes, the horn on her head began to glow again and she concentrated on the deer drone outside. She knew the deer’s exact location. Trying to juggle all of these calculations was hard and she started to slip but then Twilight came in and smoothed them out, it suddenly became easy, and she realized what she was doing wrong. Hopefully it would be a little easier next time. POP! There it was, the deer was teleported inside!

Blossom looked wide eyed at the drone standing before them. “Awesome! Wow, that was cool! Thanks for the help Twi!”

Twilight smiled and nodded. “Glad to help! Now try again on the second drone. I’ll see if I can back off a bit. Did you learn anything from my corrections?”

“Yes! Let me try again!” Blossom concentrated, realizing a bit more of what she needed to do. Her horn glowed, almost there! Whoops! Twilight rushed in at the last minute to nudge Blossom but Blossom was almost able to do it by herself. Then, POP! The second drone appeared in front of them. “Ahh, almost! Thanks for the assist. It’s amazing how easy it is when you have someone to guide your neural patterns. Imagine how this will revolutionize learning? I bet unicorns could learn much easier with a teacher guiding them from within their brain.”

“Great job, Blossom! You’re learning super quickly. It’s so impressive how quickly we are able to teach each other new things using the hivemind to transmit our memories and feelings to each other.”

“Well,” said Blossom. "I’m going to have to eat these two drones in order to get your cocoon ready. Hmm, let me think of the best way to do this…” Blossom scowled slightly. “Look, this is going to be a bit disgusting to see me amorphously assimilate these animals. Maybe it’s best if I swallow them whole and do the assimilating while they are already inside me. I think the most efficient form for this without showing a lot of gore would be a snakelike form. Are you comfortable with snakes? Anon mentioned something.”

Twilight looked a little bit uncomfortable. “Well, I’m usually afraid of snakes but I suppose it’s because they are animals. If it’s you then perhaps I won’t be so afraid. Go ahead, Blossom.”

Blossom nodded and initiated a transformation. Blossom’s tentacles began to fuse together, fur retracting where they fused. Eight tentacles became four, then two, then one. It looked like her neck had simply extended into a snakelike tentacle. Her entire body was a furry tentacle neck and her head was held upright just like a snake raising its head. The fur on her belly retracted in favor of white scales that grew in place to help her slither. Fur still covered the rest of her and she looked for all intents and purposes like a giant snake with a pony head. A long forked tongue flickered out of her mouth. She looked at Twilight. “Well, I’m going to swallow and process this drone. You don’t have to look if you don’t want to. Like I said, sometimes there’s no way around these icky biological things if you want to get things done as a shapeshifter.”

Twilight only nodded. She was curious so she watched with morbid curiosity.

Blossom slithered up to the drone. The drone suddenly dropped dead, falling over. Blossom’s lower jaw began to widen dramatically, yawning wider than any pony could do, the flesh on her cheeks split and stretched apart. Her forked snake tongue stretched out of her mouth as she yawned. Her bottom jaw split apart as her jaw split in two and became two independent flexible articulating mandibles like a snake, widening her mouth further. Her neck also widened, ready to swallow something huge. Then suddenly many fleshy pink tentacles poured out of her gaping maw. They wrapped around the front cloven hooves of the deer drone and began the process of dragging it into her maw. Another tentacle wrapped around the deer’s head and guided it into her maw. The tentacles began fusing to the deer’s flesh as they dragged the body down Blossom’s snake throat. With the help of the tentacles, Blossom was able to quickly swallow the deer whole. There was a huge bulge in her snake body but the deer was quickly assimilated making a cacophony of noises. Blossom’s snake body then slowly transformed, distributing the deer’s mass to become much longer and thicker. Blossom’s snake body had become huge, she looked like she could easily wrap herself multiple times around Twilight and squeeze her. However her pony head stayed the same size. Blossom’s mandibles fused together as she folded her mouth shut and her cheeks healed back into looking like a normal pony again.

(You can imagine something like this but a white snake with less mutations and more fur.)

Blossom wiggled her jaw experimentally then opened it to talk. “Well, there’s one!” Blossom looked at the other deer drone. “Hmm, I have an idea. Let me try something.” Blossom still had her horn. She wanted to try a teleport but this time it was short range so perhaps she could do it by herself. The calculations would be much easier. Her horn glowed. Blossomforth concentrated, her snake tongue stuck out of her mouth while she focused. Her horn glowed brighter, she fought to control the chaotic vectors, barely holding on until. POP! The deer disappeared and a huge bulge suddenly appeared in her snake stomach. The fur near the bulge turned pink as the white fur thinned and her flesh dramatically stretched.

“Huufff!” Blossomforth coughed like she had been punched in the gut but then she turned her neck to look at her snake belly and grinned. She turned back to Twilight. “I did it! Didn’t have to grotesquely transform my face to swallow that one!”

Twilight looked surprised. “Wow.” She processed what had just happened. Blossomforth had teleported the drone directly into her stomach. She watched as Blossom’s stomach churned, slithering tentacles bulging against the skin as the deer was processed and assimilated, the bulge flattened. Blossom grew even longer and bigger, she was huge and full of muscle. Twilight imagined that any pony could be easily wrapped and crushed by her coils.

“Oh my gosh! This is going to make growing and shrinking so much more convenient! Imagine when I learn to do long range teleports! I’ll be able to take on larger and smaller forms with ease!” Blossom grinned at Twilight, her teeth had little fangs. Twilight could only watch in awe as Blossom became more powerful.

“That’s- that’s great, Blossom. Congrats on your first solo teleport.” Twilight was a bit uncomfortable with the casual consumption of two whole deer. It was also a little bewildering how quickly Blossom learned to teleport by herself.

“Well, are you ready, Twilight? There’s different ways we can do this.” Blossom noticed that Twilight looked slightly uncomfortable. “I mean, I can tell you how I’ll do it or maybe you’d be more comfortable not knowing? I could put you to sleep while I do it if you want.”

Twilight sighed. “Let me guess. You’re going to swallow me and form a cocoon around my body. Then you’ll give birth to a clone of me that I will be able to pilot and shapeshift via the hivemind without worrying about damaging my brain or nervous system?”

Blossom winced. “Yeah, that’s pretty much it.”

Twilight considered it for a little. “Nah, keep me awake for it. My scientific mind is intrigued. It won’t hurt will it?”

Now Blossomforth looked a little uncomfortable. “No, of course not. You’ll be quite comfortable the whole time.” Blossom hesitated. “Look, you don’t have to go through my mouth like that deer. I should be able to split open my womb and seal you inside that way for the procedure. It might feel a bit weird. Are you sure you want to do this awake?”

Twilight nodded. “Yes, and if it’s really too much I’ll telepathically tell you to put me to sleep.”

“Want me to tell you at least what’s going to happen?” Blossom looked a bit concerned.

Twilight smirked up at Blossom. Blossom’s snake body was huge and she had to look up slightly. “Nah, I trust you. But why don’t you comment on it as it happens?”

Blossom just raised her eyebrows and frowned in mild surprise. “Fine, then I suppose I’ll begin. Just confirming, you’re ready?” Twilight nodded. “Okay then. Well, first thing’s first.” Blossom swung her snake tail so that it was in front of Twilight. A cloaca opened up and a tentacle slithered out from the orifice, snaking towards twilight. The tentacle hesitated in mid air in front of Twilight’s belly. “This is an umbilical tentacle, Twilight. It will fuse to your belly button and feed you oxygen via your blood and extracts carbon dioxide so that you don’t need to breathe.” Twilight nodded. The tentacle pushed against Twilight’s belly button. It tickled quite a bit but then felt a bit odd as the tentacle seemed to push deep inside her belly and began to fuse to her blood stream. A few moments passed, the tentacle was fused to Twilight’s belly button. “There! You shouldn’t need to breathe now. You can try to hold your breath if you want.”

Twilight looked at the tentacle fused to her belly button. “Very interesting. I’ll try holding my breath.” Twilight did just that and held it for a while, three minutes. “Wow, that really worked. I don’t have a need to breathe at all.”

Blossom nodded. “Yup! Now the next part.” Blossom’s belly split open near the cloaca. A huge portion of her body split in half and a fleshy red opening was revealed within. “This is where you’ll be while I form the cocoon around your body. You can crawl in there yourself or I can have my tentacles carry you in there, your choice.”

Twilight looked at the large fleshy womb open for her to enter. Her lips pursed together, there really was no way to get around these odd biological processes. “I can get in myself. Welp, here goes.” Twilight laid down inside of the open womb. The flesh was kind of soft and yielding. It was also warm, wet and squishy. Once she had fully laid down, the two halves of the womb closed up around her, sealing her inside.

Feeling alright, Twilight? You don’t need to breathe, right? Does it feel weird? Blossomforth sent telepathically.

Yeah, I’m doing fine. Actually seems kind of warm and cozy, wouldn’t mind sleeping like this.

Blossom chucked to herself at that comment. Want me to give you a little squeeze? It’s kind of like a fleshy hug I guess. Blossom brought her head closer to the lump in her belly where Twilight was and laid her head down on top.

Sure!

Blossom flexed her abdominal muscles. Well, for a snake almost all her muscles were abdominal and squeezed Twilight with a squishy hug. How did that feel?

It kind of felt like a huge hand was squeezing my whole body, it felt nice like a full body massage.

Well, for the next part, besides the tentacle that’s already connected to your belly button and providing you with life support, another one is going to connect to the base of your skull and act like a big data link to the hivemind so that your senses are fully immersed into your new body. There’s also a lot going on in the hivemind to help your brain adapt to and control exotic bodies. Then the matrix of amniotic fluid will form around you and you’ll start floating as I build the rest of the cocoon around you. Ready?

Twilight tried to nod but then realized she couldn’t. Yeah, go ahead, I’m ready.

Amniotic fluid started to excrete into the womb and Twilight felt another tentacle fuse into the base of her skull. Soon she was floating and she stretched slightly. Then the hard walls of the cocoon formed around her and the fluid. I’m going to put your cocoon inside the closet until the tree is properly assimilated and we can more easily create a more permanent chamber under the basement.

Twilight felt Blossom’s huge body move, slithering across the floor, then she saw a bit of light filter through the cocoon and fluid as her cocoon was birthed out, then darkness again when the closet was closed.

Alright that’s it! I have your cocoon hanging from the ceiling of the closet as well as a nutrient sac next to you that should be enough to give all the nutrients your body will need for a month. More than enough time to set up the chamber and tree. I’m forming your clone now. It’s almost done growing.

Blossom, can you insert me into the clone as soon as it’s done growing? I want to know what it’s like to be birthed. I have always wondered.

Blossom was surprised by this, she expected to insert twilight after her clone was fully birthed. Sure thing, Twilight. Also, I’m going to give you access to any other body that I have infected and is not being used by me or someone else. You should be able to take over a variety of drone bodies if you wish. Alright, I’m going to jack you into your new body. Let me know how you feel.

Twilight suddenly felt hot and wet. She was curled into a fetal position.

Alright, I’m going to birth you. Ready?

Ready.

Twilight felt herself being squeezed and she felt like she was being forced out of a slimy, lubricated tube. Her body slid out of a tight orifice. She slowly and shakily stood up. She felt cold and wet. Twilight stretched her legs and found they were still very flexible. “Wow, this new body is pretty much identical to my old one, good job Bloss!” Then she realized that this body still had a penis. She laughed.

Blossom was much smaller than she was previously, having used her gained biomass to make Twilight her cocoon and her new body. She was still transforming the lower part of her body back into its pegasus form. Now she was a pegacorn. “Good, glad you’re adapting quickly. It should be pretty seamless, I tried to make your clone, well, a clone. The amniotic fluid should evaporate pretty quickly from your coat but you can take a shower later if you want. Want to see your cocoon? Your original body is in that closet.” Blossom pointed at a closet.

Twilight quickly walked over and magiced the door open. She saw the cocoon, it was slightly green and she could see the vague shape of her original body inside, it was hanging from the ceiling and parts of the cocoon slowly pulsated. “Amazing.” She said. She closed the door and something clicked in the door’s mechanism with her telekinesis. “I’m locking the door so that Spike won’t stumble on it and freak out about a changeling invasion.”

“Phew!” Said Blossomforth. “That was a lot of work. This and a few other things I’ve been working on have used up most of my drones I had available.” She thought about the two dragon bodies she built. “Perhaps we should take a break on some of the more major transformations while my stock of drones recovers unless you want to go hunting for meat.”

Twilight lifted her hind leg sideways and smiled as it easily swung upwards, showing off her male equipment, she turned her head to look at her sheath and testicles. “Maybe for now I can just work on turning this back into what I’m familiar with. I don’t really want others to see me with male parts. Spike almost saw me earlier, that would have been embarrassing to try and explain.” She paused and set her leg back down. “So, how do I do this? I imagine that I should be able to find the genetics and structure for my old genitalia in the matrix.”

Blossom walked up to Twilight. “Yes, that’s right. You should have the ability to transform. You just need to picture the organ and will it to happen. If the organ goes in its natural place it’s easy and mostly happens on auto pilot but if you try to create a mutation where something goes somewhere it’s not supposed to then things will get complicated. Try it out, find the designs for your female parts and then activate it.”

Twilight did just that and her genitalia began to transform, her penis and testicles shriveled up and turned inside out as her vulva, vagina and other internal reproductive organs rapidly reformed. “Ugh, finally! Having a penis was very interesting. Stallions don’t usually get the heat but being a female affected by the heat and then having a new sensitive penis really made me a bit too horny. I feel like I’m in a bit more control with my female parts.”

“Oh, I’m sorry that I didn’t remember to turn your genitalia back earlier. To be honest though it was kind of funny to see you struggle with your sensitive parts. I’m sure you got at least some enjoyment from the pleasure it gave.” Blossomforth giggled.

Twilight gave a look of disapproval but couldn’t hold it back and burst into chortles. “Pfft, ok it was kind of funny. Man I was so awkward and oblivious when others saw my erect thingie flopping around. It’s kind of embarrassing now that I think about it. Celestia saw it, you know, I’m pretty sure her guards saw it also.”

“Ohh.” Blossomforth winced.

Twilight rolled her eyes. “It’s fine. Celestia immediately started talking about how we could resurrect the extinct alicorn race. Celestia just thinks differently than we do! By the way, do you think that such a thing is possible? With your biology crafting do you think we could do that?”

Blossomforth pondered briefly. “I don’t see why it wouldn’t be possible to create more female alicorns at the very least. I think that we could definitely create a male counterpart but perhaps there might be a few holes we would have to fill with other pony genetics but it should work. I mean to be honest, we might be able to transform anypony who wants into an alicorn or at least a pegacorn. However, to really create new and unique alicorns, I might need more genetic material from Celestia, Luna, or Cadance. Don’t get me wrong, I bet I could still do it with just your genetics but it might be a bit more difficult.”

“Hmm, Another topic to bring up with Celestia when we meet her.” Twilight glanced at the clock. “Wow, it’s late.” The clock read 5am. “About that need for sleep?” Twilight bounced her eyebrows.

Blossomforth frowned. “I might be able to help a bit with that, I noticed that there are some recessive genetics in ponies that allow for more efficient sleep. I could help activate them but you still have a conventional brain with all its inefficiencies. Even with my enhancements you will need at least two hours of sleep to function properly. My hivemind allows me to be awake at all times if needed but sometimes I just like to shut off and relax. I do enjoy having dreams too, you know!”

Twilight’s face fell. “Well, how about the enhancements?”

Blossomforth looked hesitant. “It will involve changing the genetics of your nervous system a little bit, are you okay with that? It’s something that has minimal risk after analyzing the gene and it’s reversible if you don’t like it. There are some other things I could do but they are a bit more invasive.”

“Fine, let’s activate the gene.” Said Twilight. Blossomforth obliged and had her hiveminded enzymes alter Twilight’s genetics all at once.

“Working…” About half a minute passed. “Alright, all of your cells have the new gene. Do you feel any different?”

“Nope, not yet.” Twilight meditated briefly, trying to detect some change but she couldn’t. “Nothing. Guess I’ll have to get some sleep and see if it worked or not.” She yawned. “By the way, does Anon know about all that happened tonight?”

Blossomforth’s eyes widened. That’s right, she didn’t want to miss this. “Don’t worry, I have it taken care of. Let’s get you to bed in the meantime, go get your two hours. We have a big day tomorrow.”

Twilight smiled and rubbed her eyes. “Sounds like a plan!” She turned to Blossom and suddenly gave her a hug, leaning on her with two forelegs. “Thank you for everything, Blossom. You’re such a good person and I’m proud to have you as a friend.” Blossom hugged her back with a foreleg, using the other leg to keep them both upright.”

Twilight let go of the hug and briefly wiped away a tear from her eye. Blossomforth looked at her and spoke. “You’re a very special pony, Twilight. Thank you for being so patient with me.” They both climbed the stairs and exited the laboratory. “I’ll see you tomorrow, Twilight!”

“One last thing, Blossom!” Twilight pointed at her horn.

“Oh yeah!” Blossomforth’s unicorn horn quickly slid back into her skull and the hole sealed itself up. Twilight opened the door with her magic and Blossomforth waved goodbye as she trotted into the night.

Another chapter! I feel like I'm getting the hang of writing the chapters more quickly. My only worry is if the quality is declining. Please let me know if you think that's happening. Happy reading! As always I crave your feedback. Thank you!