Author's Notes:

Fair warning. There is a short sex scene in this chapter and because of that, I had to change the rating to Mature and add Sex as a tag. Thank you shagohad! Anyway, if you don't like that sort of thing, I've marked it off so you can skip it.

“Why?” Derrick whined only for his voice to sound a lot higher. The girls in the room looked down their shirts only to find that nothing was there.

“You broke the fourth wall didn’t you?” Pinkie asked, her voice sounding a lot deeper than usual.

“This definitely feels weird.” Twilight and Shining said at the same time, only to look at each other and find similar expressions. A girly scream sounded out and they all looked towards Gruff which is where it seemed to originate from.

“I did it for the lulz!” Hodgepodge shouted, throwing his hands into the air, laughing maniacally, thunder crashing in the sky behind him.

“Well this is new,” Freya commented, flexing the scorpion tail that she had acquired.

“Oh dear, forgot about that,” Hodge stopped mid-evil laugh, frowning at the changeling before restoring her original gender. “There, that's better.”

“Not sure how you did this to me but take a look at the crystal on my body. If you look through it, you can see that I look like I still have a male body even though I clearly sound different.” Derrick said with a huff.

“Right. The crystal. I still have no idea how to counteract that. Sorry.” Shining apologised.

“Hmm...”Hodge pulled out a stick, pushing it into the crystal, pulling away a section before taking a bit. “Mmmm...tastes like black berry...”

“It … wha? What was that for?” Derrick asked, wishing he could lift his arms in disbelief. “I thought it would have tasted like licorice but black berry sounds nice.”

“Want some?” he asked, holding the stick out.

“I would but I can’t actually raise my arms unfortunately.” Derrick answered. “It’ll be interesting to see if I could actually eat the crystal.”

“Shall I get rid of it for you?” he asked, floating around him, munching on his crystal. He snapped his fingers, the crystal vanishing off Derrick, reappearing in his hand as a giant piece of rock candy.

Flexing his arms at finally being able to move them again, he looked down and instantly closed his vest. “That’s definitely different. Is that candy the crystal that was covering me?” He asked, feeling the gender swap changes taking effect now.

“Yup, that's it alright, eat up!”

Holding his vest closed with one hand, Derrick took the crystal from Hodgepodge and bringing it to his mouth, he bit into it, fully expecting his teeth to break. When they didn’t, he was pleasantly surprised and ended up eating all of the crystal candy.

“That was not too bad actually.” Derrick said with a smile after he swallowed. Feeling a surge of energy, he opened his palm and found a crystal floating there. “That wasn’t there before.” He said curiously. Suddenly, Derrick found himself going through the Mega Man power up scene. A blinding white light enveloped him and when it was over, he found himself surrounded by floating black crystals. When he touched them, they melted into his body, one by one. “I don’t know what that was about but I think I can make crystals now.”

“Sweet.” Hodge said, smiling down at him.

Derrick smiled back and he scratched his head, unwittingly letting go of his vest which fell open to reveal had nothing on underneath. “Are we still gender bent?”

“Yes you are, nice rack.” Freya smirked, taking a nice long look.

Derrick looked down at himself at that and blushed immensely, hastily closing his vest. “The one time I wished I had something on underneath.” He grumbled.

“Aw, come on,” Freya whined, crossing her arms.

“You actually like it?” He asked with a raised eyebrow, hesitantly letting go of his vest again.

“Why wouldn’t I? Those things are at least a C-cup.”

“She gets the sex mania from Loki,” Hodge explained, looking over Twilight’s shoulder, “That guy would sleep with anything.”

“I have no words for this.” She said simply and saw out of the corner of her eye, that her brother, Cadence and the two guards left them alone. “Maybe you should at least change them back before they leave the room.” She said, pointing to the leaving group.

“Oh fine.” He snapped his fingers, restoring the retreating group. “Happy now?”

“Yes. Very much so. At least the royalty won’t get laughed at.” She said, giving Hodgepodge a smile.

“You put too much stock in royalty you know,” Hodge booped her nose, “I mean really, it’s a bit sad.”

“That may be so but they help keep the place running.” Pinkie supplied, stretching her arms above her head.

Derrick poked his chest to see if they were real and feeling a bit of pain as he did, confirmed that they were real. “These are real. You think they’re at least a C-cup?”

“Hell yeah I do!” Freya smirked, reaching out and poking one of them.

“Take it somewhere else you two!” Hodgepodge shouted at them. “I will not allow you to defile this room with rule 34!”

“Okay fine. We’ll take it somewhere else then.” Derrick said and poked his tongue out at Hodge. “Do you want to take it somewhere else?” He asked Freya.

“Let’s.” Freya smiled, licking her lips.

“Isn’t she like 15?” Twilight asked, her eyebrow raised.

“Changelings have different social norms, she’s of age by their standards.” Hodge shrugged a little, “Oh Derrick, Jason told me if you hurt her, he’ll erase you from existence.”

Derrick gulped at that. “I don’t doubt it.” he said and taking Freya’s hand, walked out the throne room. “There should be a spare room around here somewhere.” he muttered.

“Twilight, I remembered I have to prepare food for the fair so I’ll go and do that now.” Pinkie said and excusing herself, she completely ignored that she was genderbent and just took it in her stride.

“So...what do you gentlemen want to do hmm?” Hodge asked, looking at the gathered stallions. “We could play some D&D, maybe some Magic: The Gathering, FNAF, Uno.”

Hearing the mention of games, Pinkie turned around and walked back. “On second thought, the food can wait. What do you want to play Twilight?” She asked her friend, sitting down on the floor.

“What’s FNAF?” She asked, raising an eyebrow and sitting down as well.

“Five Nights At Freddy’s.” Hodgepodge said simply.

WORD OF WARNING: THIS IS JUST A SHORT CLOP SCENE AND IMPACTS THE STORY A LITTLE BIT. YOU CAN SKIP THIS BIT IF YOU WANT TO AND NOT INTO THIS SORT OF THING

Finally finding a free room, Derrick opened the door. “This should be as good a room as any.” He said and walked in, leading Freya inside.

“Seems nice enough,” she agreed, placing her sword by the door, rubbing her shoulder a little.

Derrick closed the door, being sure to lock it as well. “I did not think these doors have locks on them.” He then looked over to Freya and rubbed his arms.

“You’d be surprised,” she leaned down, taking her greaves off, letting them fall to the floor. She moved up, taking her armor off, exposing her natural, shiny back armor underneath.

“This is how you usually look?” He asked in pleasant surprise.

“No duh.” Freya rolled her eyes. “I am a changeling...well half changeling anyway.” She went to work on getting her breastplate off, sighing in relief as she pried it off.

“Never seen a changeling before.” Derrick said with a shrug and crouched, taking his shoes off. Getting up, he untied the bottom of his baggy pants and stretched. When he was done, he took his vest off, seeing no point in having it on anymore. Freya smirked, letting out a whistle.

“What?” Derrick asked with a smirk, blushing profusely at the same time. He grabbed his breasts and bounced them up and down in his hands. “You like this?”

“Hell yeah I do,” she licked her lips, showing off her fangs. In response, Derrick grinned and found himself moving forward towards her. “Ever done this before?” she asked, wrapping her arms around his waist.

“Does ‘no’ count as an answer?” He asked back, wrapping his arms around her waist as well.

“It does,” she leaned close, nipping at his neck. “Is it alright if I feed?”

“Go ahead.” Derrick answered as he felt a bit of pleasure from where she nipped.

“Thanks,” she smiled, her horn lighting up a deep red, sucking in the lust, “Mmm...that's good...”

Derrick slowly reached up and carefully fondled with Freya’s breasts, unsure of what else to do with his hands.

She let out a long moan, giving his ass a squeeze. “No need to be gentle.”

He gave a soft moan at the squeeze and began to fondle her breasts more roughly than before, listening to what she said. Letting go suddenly, he untied his belt and shimmied his pants down to his feet, stepping out of them.

“Ooh, even nicer~” Freya smirked, giving a toothy grin.

He looked down and blushed at what he saw. “You like this too?” He asked, posing a little bit.

“Yup.” she reached down, giving it a rub. Derrick’s body grew all tense and he let out a shuddering moan at the touch. In response, he managed to bring his arms up to her head and brought Freya’s head in for a kiss. She closed her eyes, locking her lips with his. He closed his eyes and taking his hands off her head, he moved them down to her waist and let them rest there. “Well...” she pulled away panting. “This is getting heavy...”

“How … so?” He asked, panting from the kiss.

“The lust coming off you...it’s so intense...”

“That must be good … for you then.” He said and moved their bodies to the bed.

“It’s good for both of us...” she kissed him, falling back on the bed, pulling him down on top of her. He kissed back and he felt his breasts squish against hers, moaning at the touch. She leaned up, nibbling at his ear. “I’m going to make you never want to be male again...” she muttered into his ear, biting at the lobe.

“How you going to do that?” He breathed, small pleasurable shudders going through his body wherever she touched him.

“By rocking your world,” she said, a large predatory grin spreading across her face.

CLOP ENDS HERE, MORE STORY BELOW

“Oh come on, this game isn’t even that scary!” Hodgepodge called, looking away from the computer screen, “Ponies, what a bunch of cowards.”

Holding each other for comfort, both Pinkie and Twilight were shaking in fear. “This is not a game. How can this even be classified as one!?”

“It’s a HORROR game. By Yggdrasil you ponies are pansies. I bet the original Dracula movie from the 30’s would give you nightmares for a month.” He grumbled, crossing his arms.

“I’ve seen that and it was only a tiny bit scary. This, however, is pure nightmare fuel.” Pinkie protested as she stared at the screen while Twilight clicked around with the mouse. The doors on the screen opened and closed. When Freddy’s laugh sounded, they both trembled.

“Remind me to never let either of you play Silent Hill.”

“Duly noted.” Twilight said absently before she screamed in fright at the sudden scare of Bonnie.

“Seriously! This isn’t that scary!!” Hodge protested. “Stop being Pewdiepie!!”

“Alright Mr. I’m Not Scared. Why don’t you try playing it?” Pinkie asked and handed the mouse over to him.

“Kay.” he took the mouse from her, starting to play, looking rather bored. “Well, this got dull. You two wanna see baby pictures of the other you’s kids?”

“How many times have you actually played this?” Twilight asked as she jumped a bit at Freddy’s jumpscare.

“Twilight, I spend 99.9% of my time in Jason’s head. You know what I do in there? I watch the void. Terrible, ugly, unfathomable things lurk in the void. Things that, if you even caught a glimpse of their toe nail, you’d be reduced to a jibbering mad man. This? This is nothing.”

“I’ll just shut up then.” Twilight said with a frown. “I’ll exit out of this.” She said and exited out of the game.

“What do the kids look like?” Pinkie asked, bouncing up and down as she recovered from being terrified.

“I’m glad you asked!” he produced a flash drive, plugging it into the computer. “Whose do you want to see first?”

“Let’s go with Fluttershy.” She suggested.

“Alright.” he opened up the picture folder, pulling up a picture. “This prime example of chaos is Eris, daughter of Flutterbat and Discord.” On the screen was a very strange creature, longer than a pony but shorter than Discord. She had two symmetrical horns, the forearms of a racoon, the body and head of a pony and a dragon tail. Her coat was a light pink and her mane was a butterscotch yellow. Her ears were tufted and she had a slight hint of vampire fangs.

“Eris. Nice name. Her coat is Fluttershy’s inverted colours.” Twilight said as she propped her chin on her knee.

“No kidding. I didn’t think racoon was part of whatever makes up Discord.” Pinkie commented.

“We can actually use whatever animals we want.” Hodge corrected. “Who next?”

“What about the other me?” Twilight asked, biting one of her nails.

“Why are you biting your nails?” he asked, raising his eyebrow.

“Hm?” Twilight asked, getting her finger out of her mouth. “No idea. It’s a habit I’ve had since I was little.” She explained, putting her leg down and resumed sitting cross legged. “I would either bite them while I was reading a book, concentrating too hard or just plain bored.” She explained further.

“Well anyway, here is your son, Dusk Star.” He switched to another picture, this one of a male, alicorn pony, with a deep purple coat, his mane and tail blue with purple stripes.

“He’s gorgeous.” Twilight said with a soft smile.

“It’s strange seeing an Alicorn with four legs instead of two.” Pinkie commented, brushing part of her poofy mane.

“And it’s weird seeing ponies on two legs instead of one.” Hodge countered.

“Huh? Where did you see a one-legged pony? Was it here?” Pinkie asked, immediately excited.

“That was a typo Pinkie.”

“Aww. I hate it when the authors do that.” Pinkie said with a frown and her mane deflated slightly.

“.... Anyway, are there other kids we have or is it just the one for each pair?” Twilight asked, steering the conversation back to the pictures.

“Of course there are other kids.” He rolled his eyes. “You guys multiply like rabbits.”

“We don’t multiply like rabbits. We multiply like people, silly.” Pinkie said as nodded her head from side to side, poking her tongue out at him.

“It’s an expression Pinkie.” Twilight muttered.

“Anyway, here’s Beowulf.” He moved to the next image of a four legged hippogriff, his crest feather marked with the colors of the rainbow, his tail sporting the same colors.

“That must be Rainbow’s kid.” Twilight remarked, spotting the different colours.

“Did she and Gilda have a kid?” Pinkie asked, clapping her hands together.

“Yup. ”

“I didn’t think any kid of Rainbow and Gilda would turn out to be a hippogriff though.” Twilight said, her hand on her chin as she studied the picture. “What’s Rainbow like in your Equestria?” She asked, stretching her arms above her head and giving her feet a little shake to get the pins and needles out of them.

“Alright, but you asked for it.” He brought up another picture, this one of a blue pony with a rainbow mane and tail. Her forelegs were missing, replaced by mechanical talons and her wings were far larger than they looked like they should be.

Both of them gasped at what they saw, with Twilight gripping the sides of the monitor as she muttered ‘no’ over and over again.

“Eh, don’t get all worked up,” Hodge said, patting her head, “She actually likes the talons.”

Twilight closed her eyes but the image was burned into her mind. She moved back a bit and sniffed.

“If it makes you feel better, you made those talons.”

“It … does. A little bit.” Twilight sniffed, running her hand over her nose. Pinke just patted her on the shoulder, looking at the picture with a sad face.

“Why are you two even sad anyway? That whole thing happened fifteen years ago.” Hodge rolled his eyes. “Ponies...I swear...”

“Because she looks like our friend with the only difference being that she’s a pony and that she has talons.” Twilight answered, looking Hodge in the eye.

“It was one of the defining moments of her life to be honest,” Hodge replied, shrugging, “Anyway, who do you want to see next?”

“Ooh! Me! The other me’s kid!” Pinkie announced excitedly, shaking Twilight roughly as she did.

“Alright, well here’s Surprise.” He brought up a white pegasus with blonde mane and tail, both as curly as Pinkie’s hair. “She’s basically just a retooling of Pinkie to be honest...”

“Of course she is! That’s just the pony version of me with wings! Still, she looks adorable!” Pinkie said gleefully, clapping her hands together in delight.

He rolled his eyes. “Well that's three of you down, and keep in mind, AJ is still single.”

“Right. What about Rarity?” Twilight asked, biting her nail again.

“You should really stop that, it’s not good for your nails.” He snapped his fingers, a taffy appearing in her mouth.

Twilight merely snorted, keeping her mouth closed as she glared at Hodge.

On the screen was a lime green coated bicorn, his mane and tail a deep purple. “Behold! Prince Elusive!”

“He’s handsome.” Pinkie commented, a sort of dreamy look in her eyes.

“He’s also part changeling.”

Twilight looked at the screen in shock while Pinkie simply stared, a tiny bit of drool leaking out of the corner of her mouth.

“See, Spike gave Rarity this cursed book and the more she used it, the more changeling she became.” Hodge explained. “She’s fine now, still mostly pony, but she’s still noticeably different.”

“Rarity is part changeling. I did not see that one coming.” Twilight said after having gotten over the initial shock and swallowing the taffy. “How is she noticeably different? Does she have changeling armor on or something?”

“She has the weird saddle thing and the wings.”

Twilight felt around her midriff and then her back as she tried to imagine what Rarity must feel like. “That must be life changing for her because I can’t really imagine what it would be like.” She said after a few minutes.

“If you say so. Anyway, am I forgetting anyone??” he asked, tapping his chin. “No I think that's everyone...would you like to know more about our world?”

“That would be great!” Twilight said, her eyes sparkling at the prospect of new knowledge.

“I wonder how Derrick and Freya are doing?” Pinkie wondered, tapping her chin in thought.

“Oh, they're doing fine,” he said dismissively, “Now, how should I start? This might get a little, complicated...”