After night court ended Max found himself slowing, a strange lethargy coming over him. Luna said something about his eyes looking wrong, but by then the changeling was having a difficult time keeping his focus on anything, let alone conversation. At his request Luna begrudgingly left the changeling in his own room for the day.

While the room wasn't exactly spectacular, it was somewhere he could retreat to and he appreciated that. A simple bed, not a raised dais that supported a huge bed like in Luna's room, was over by the windows, the portals to the outside world barely big enough for him to squeeze through if he ever decided to try. A wooden desk was placed right against the same wall the door was on, while a small alcove by the outside wall held a bucket. Seeing as the shutters were closed, he went for the lights.

His hoof clattered against the wall for a moment before he stopped, realizing there wouldn't be any light switches for another few centuries at least.

"Shit."

He walked into the room and used a foreleg to open up a shutter for a moment while he took in the room. The blankets were mostly linen, though he knew Luna had at least one fur blanket. It was likely that the fur blanket was either expensive or taken from a monster the alicorn had battled. That left everyone else to use linen blankets or rely on their own fur.

'Not exactly an option. Though I do have a warm body pillow in the next room.'

As much as he'd enjoyed being around her, he'd felt the need to be alone right now. Max wasn't certain why but he was feeling off. Strange. He just felt better now, being by himself. He closed the shutters and poured himself a drink from the nearby water pitcher once his eyes adjusted again, enjoying the quiet for a moment. The incessant itching of his carapace had continued, but was so constant that he was beginning to ignore it. What could he do about it anyway?

Laying down on the bed, he sighed and stared at the ceiling. And stared at it some more. Something was still off. He still felt restless. What was he missing? The room was dark, as dark as it would get anyway. It was quiet except for the faint sounds of the castle's town through the window. He could vaguely taste the warm bundle of emotions that was Luna in the next room, so he knew where she was as well as the guards that were marching about the castle. It was also in the middle of summer, so it was too hot to really dive under the blankets.

Tossing and turning for a few minutes, he rose from bed and jumped to the floor, pacing irritably while nipping at his shoulders and flank every now and again. The itching, it had to be that. It had been almost a full day now and it was only getting worse. Slamming his hooves against his muzzle in frustration, he flipped his head back with a shout of irritation. What would he need to do to make it-

Looking back down at his hooves, he could only stare at the heavy chitin mask that perfectly matched his face currently gripped in his hooves.

"Oh shit."

Looking over his shell once more, he tried to remember how insects molted. It was always a split in the back right? So if he pulled his shoulders forward and arched his back it should...there!

A crack reverberated through his body, signaling the split of the chitin down the back. Max braced himself, knowing the next step would be both irritating and likely take a long time. Part of him wished he had Luna here to help, but another part of him swore that he had to be alone for this. Just the thought of someone walking in on him now made his heart pound in his chest.

Wriggling about on the floor, he began the agonizingly slow process of pulling himself out of his old shell.

After finally pushing the last of the old shell away, Max allowed himself lie on the floor in exhaustion. The entire experience was irritating, frustrating and exhausting. Worst of all he now felt cold and vulnerable, as if tripping and hitting the stone floor would cause him to split down the middle. Pulling himself to the bed and yanking the sheets off, he wrapped himself in the linen bed sheets before slipping under the bed. Safe. No one would look here, and he'd be safe.

"-and there have been a few sightings of griffons from one of the villages, though I believe they're of the same individual. We'd require an actual verification by a pegasus scout, but I do not think it's anything to worry about."

Sitting at their smaller table for the morning meal, Celestia recited a few of the reports she'd been going over the night before when the changeling had shown up. Most of it was things that Luna was already supposed to know, though some things seemed to be new to the blue alicorn. It was an exchange of information, one that had been a long time coming.

"So we have confirmation on the presence of bandits," Luna muttered, poking at her breakfast. "We suppose we shall be heading out then. Do you have a location from which we should begin our search?"

"Never you mind, Luna. I will be taking a contingent in three days to deal with them. You may remain here this time. Our subjects will not wither without our guiding hoof for a few days, not when you are here," Celestia said. "You have been the one to deal with threats for the last year. We should not be foisting these on you so often, not when we are just as capable. In fact, our flying has improved much over the past few weeks. We must test ourself, lest we become lazy."

The lunar diarch nodded before sighing woefully.

"They will await your return, Tia. This will not drive them to our court."

"And thus they will display to all the pettiness of their requests," Celestia said with a smile. "Did you know that seven of those that claim nobility in our court do not have any property? They merely claim nobility as a right of birth. Even then most cannot reliably trace their bloodlines through the era of Discord."

"While we feel for those who lost their history, it may be time to look closer at our courts. We cannot afford leeches in this day and age. Especially those that look down on the peasants when they truly have no reason to," Luna nearly growled. "These reports of using the land and lodging of the peasants as if it is their right, with no recompense. I do not like it. An army should know of its soldiers, hold them accountable. To allow them to act no better than the bandits they are supposed to be protecting the commoners from is a truly heinous crime."

"While we agree, who will hold them accountable? We are more powerful now with our new forms, sister, but the two of us are only two individuals. We cannot be everywhere," the white mare chided.

"We should still be able to do something. We must expand, Tia. We must increase our strength in ways besides personal strength. The game has changed, and we must adapt. Mares-at-arms, peasants, villages. These are the strengths of this new world," Luna said, taking a sip of her water. "It is...We believe we will be taking Max to task on the subject. His knowledge may be useful in this manner. As his species was without magic, he may already be knowledgeable of such things, or at least know of them. We will inquire about his education after our rest."

"He was raised a commoner, was he not?" the white mare asked. "It is possible he will not know of the military of his people. The pegasus and unicorn clans of old were very rigid in their social structures. I believe a baker touching a sword was a punishable offense in some places, even in the face of death."

"What his people considered commoner's knowledge is very different from our own," Luna added somberly. "At the very least, it will not hurt to ask him."

Celestia nodded.

"Speaking of the changeling, where is he? He has been attached to your hip for the last few days."

"He was not feeling well and asked to be shown his own room. Something about wishing to be alone for the night," Luna explained before leaning forward with a smile. "I believe he is molting at the moment and as such wishes to be alone. Such a strange experience will likely leave him confused. He has been itching almost constantly since yesterday evening, and his eyes were looking strange earlier."

Celestia cocked her head in confusion.

"Molting? Like an insect shedding its old shell? Does that not strike you as strange, Luna?"

"Oh most certainly but...I do wish to see what he looks like after his molt. He has predicted a white shell while he is soft. Ha, he would be as those caterpillars in our old cottage!" Luna barked with laughter.

Celestia snickered as well, choking on her water as the image of the changeling, his shell stark white, was chased by fillies poking at him with sticks flashed through her mind.

"Do you mind if we walk you to your room, Luna? We still have a few more things to discuss."

"Good Morning, Luna," Celestia called as Luna closed the door. At least the younger mare was no longer snapping at her. It was still a bit early, so she'd likely end up going over the reports a bit longer, perhaps double checking her information on the nobles currently wandering her courtroom. She was certain she could remove some of the more annoying ones after the last report, and then it would be-

The sight of the changelings room stopped her, curiosity eking into her mind. What would he look like? Would he truly be soft like a caterpillar? The thought of poking the talkative stallion and seeing him squish like a large blob of dough was too much to pass up. Besides, she owed him a bit more than a single prank for speaking to her like that in front of her knights.

Sliding the door open, she looked about the darkened room for any sign of life. Seeing none she stepped inside, sneezing at the strange oily scent that filled the room. It wasn't unpleasant, but it was nothing she could identify. The bed was also empty, devoid of sheets for some reason she couldn't fathom. Did he attempt to use them to escape through the window? She started towards the window, her thoughts beginning to race.

'That would just be silly. He has wings, doesn't he? Ah, then again, he cannot use them yet. Same with the shape changing, it was not something he knew how to use. So where-'

Hearing a scraping noise at her hooves, the alicorn looked down to see what she first thought was a mangled corpse. She let out a yelp of fear, scooting back a few paces before falling over and landing heavily on her flank beside the bed.

'His shell," she belatedly realized, levitating the mess before her. 'He really did molt. But if he molted he wouldn't be in any condition to leave, so where...'

A noise, something between a growl and a hiss, emanated from behind her. Looking down, Celestia finally saw a piece of the sheets sticking out from under the bed. She swallowed loudly, fearing what she'd find but already committed. Bending down to look under the bed, her eyes widened at the sight of the hissing changeling.

She let out another yelp, this one of fear, as blurred into motion. It was much too late, though. He was already on her. His fangs flashed in her vision, and then...

Luna blinked in confusion as she was reclined in her bed. She could have sworn she heard a yelp from the next room over and it certainly didn't sound like Max. The voice was much too feminine. Did a molt cause a changelings voice to crack?

Laying back down to get some sleep, she was brought back to consciousness a few seconds later by another noise, this a strangled yelp that cut out suddenly.

'We did not imagine that, it came from Max's room.'

Worried that something may have attacked the changeling in his weakened state, the mare jumped from her own bed and burst through her door, turning sharply and running to the stallions room. Three guards were already standing outside, one pounding on the door and demanding entry.

"Move, we shall handle this!" she shouted, flinging the door open and closing it behind her. If Max was worried about others finding him in a weakened state, the fewer that entered the room, the better. Steping into the dark room, she quickly spied the shell beside the bed. What was next to the shell left her both irritated and worried.

A multi-hued tail was sticking out from under the bed, along with the very edge of a white flank and a leg adorned with a golden shoe.

"Perhaps this will finally teach her not to walk into another's room unannounced," Luna muttered before raising her voice. "Max? We are coming over to the bed."

Her approach was met with a rising his from under the bed, one that had her worried. Max never hissed, in fact she wasn't even certain the male knew how to do so. Did humans hiss?

The blue alicorn slowed in her approach, calming herself and thinking warm thoughts of the changeling. Positive things, things she wished to show him, things she wished to speak with him about, the desire to merely sit in the garden and while away the time in his presence.

The effect was almost immediate, the hissing dying down to a low growl and the occasional mutter. Reaching the bed while still keeping her thoughts on the changeling, she slowly leaned down and gazed under the bed. She was immediately required to clamp a hoof over her muzzle to prevent a burst of laughter from escaping.

Celestia was staring at her, eyes glaring accusingly at the blue mare while the changeling was gently licking the bite marks on Celestia's neck. The venom had left the white alicorn completely incapacitated but otherwise awake and aware. The changeling was... Luna couldn't help it, she burst into another fit of giggles at the sight of him.

As predicted he was stark white, his horn actually bending as it poked into the top of the bed. Everywhere his body was pressed against something, be it the white mare or the bed, his body was squished into the surface as it had no real toughness of its own. The covers that were missing from the bed were scattered all over the underside of the bed, giving the makeshift cave the feeling of her blanket nests. One that Celestia had been dragged into upon her intrusion.

The blue alicorn started to gently pull on the white mare's tail, trying to extricate the solar dairch from her prison. Max was having none of it though, his hooves wrapping around Celestia and his hissing increasing the more Luna tugged.

"Shh, It's okay Max, I'm here. Come here. Come to me," Luna whispered, deciding to try a different rout. She even teleported a blanket from her own room over her back and spread a wing, inviting the shape shifter over to her.

The changeling shook his head, nuzzling the white mare and licking once more at the marks on her neck. Marks that, on closer inspection, were fading quickly due to Celestia's alicorn nature.

Celestia gurgled what was likely an insult, but still managed to twitch a wing and a hind leg. The venom was quickly burning from her system, returning control of her body in spurts. Seeing that, the changeling twisted his neck and bared his fangs, ready to reapply the venom.

"No Max! Max, trust me. Please? Let Tia go. She tastes bad, right? I taste better, warm too. Come on. Come here."

The changeling scowled at the mare he was curled around before making a gagging noise and moving closer to the edge of the bed, allowing Luna to catch a glimpse of his eyes for the first time. They were almost the same color as his soft shell. The revelation actually helped her to make a bit more sense of his current state.

"He can't see. That's why he's so aggressive right now, Tia. He's almost blind and his shell is gone. He's vulnerable," Luna whispered, still beckoning the changeling out from under the bed. After a lot of quiet coaxing and warm, happy thoughts she managed to pull him into a hug, wrapping her wings around him.

"Shh, I have you. Remain calm, Max. You are safe."

The stallion pressed himself up against her tightly, his muzzle in the crook of her neck as he breathed in her scent. After a rather loud exhale the changeling relaxed a bit, idly nibbling on her neck affectionately and beginning to purr.

"Erg, we shall get him, get him back for this. Fool hasn't, beaten us yet."

Laughing at the sight, Luna levitated her sister up onto the bed and left a blanket over the mare.

"We shall return shortly Tia, we need to drop Max off in our own room."

Flashing into her own room, she was met with a flailing changeling as the sudden displacement panicked him.

"MAX! Shh, we are here, calm. Calm."

Placing the changeling in her nest of blankets and pillows, she was delighted when he began sniffing through the bed and calming down, apparently recognizing her scent in the bedding even after she'd had it changed. She was his safe place and he trusted her, even when he couldn't see her.

"We shall return, rest here. Stay."

The changeling moved a bit, looking like he would follow her to the door but thought better of it, instead burying himself under the pillows and blankets until he was no longer visible. Nodding, Luna walked out the door and found the guards still waiting outside, looking lost. Pulling on her best regal air, she walked over and easily threw open the door. Now that the changeling was gone from the room and there was no need to worry about the guards storming in, she could leave it open.

"Tia, one of these days you shall end up walking in on the wrong person," she teased, earning a dismissive flick of the white alicorn's wings.

"We are serious Tia. He could have hurt you in his current state. How are you feeling."

"Like we have not slept in a week," the white mare mumbled, slowly rising from the bed. Her wings gave a few twitches before fully splaying in a stretch while her legs shakily lifted her from the mattress.

"Perhaps next time you will not stick your hoof in a hole that may belong to a snake?" Luna asked with a wicked grin. "We have asked you several times not to barge into our room, it seems that Max shares our displeasure at such intrusions."

Glaring back, Celestia gestured to her neck.

"He bit us!"

"He is blind and scared," Luna shot back. "All he likely saw was a blob of feelings that was getting close to him. Judging by the fact we heard two yelps, you were already fearful so the only thing he would have really tasted were curiosity and fear. Remember what Starswirl told us of fear? It is contagious."

Lifting the shell in her magic as Celestia began flexing the last of her lethargy from her body, Luna brought it out into the hallway, inspecting it curiously.

"Knight Moon Prism, bring this to the alchemist. He may study it, but we wish for it to remain in one piece for now. We would also like to see in in its original shape later, so if he can manage that it would be appreciated."

"Uh, at once your highness," the mare answered, motioning for another guardsmare to help her. Together the two guardsponies awkwardly set about moving it to the alchemist's laboratory.

"We shall have our revenge on the changeling, Luna. Of that you can be certain," Celestia growled as she walked out of the room.

"Moon Prism, Flicker, a moment of your time," Luna called after them before turning to the other alicorn. "Be aware of what you speak, sister. The way you sound right now, I worry for Max's safety. The ponies are very protective of us and you know this. What do you believe they will think if you come out of his room swearing vengeance upon him, and not in a joking manner? You know well that many ponies hang on your every word."

"Surely you do not think that our ponies would...no, they would," Celestia corrected herself and raised a hoof to rub at her temple. "We apologize, we do not appreciate surprises, though it seems Max does not either at the moment. We shall, apologize once he is well for intruding upon him in a time of distress."

"And we are certain he will apologize as well, though he likely will not remember this incident. If he is well later today, we shall ask if he is aware of any information that may aide us in our current issues," Luna said as she turned back to her room. "It may be that he is better suited to this sort of thing than us, Tia. As we said before we are moving to a different game, a game his people have played for much longer while our own are only beginning to recover from the Era of Discord."

"Very well, we hope to hear something at dinner then. Good morning, Luna," Celestia called to her as she entered her room.

Closing the door, she could feel eyes upon her and immediately remembered to think warmly of the changeling. Looking to the bed, she smiled as she was just able to make out a nose poking out from the blankets. Time to find out just how soft her changeling was.

"Alright Max, we are coming to the bed. Remain calm."

The changeling's nose was always pointed at her as she slowly approached the bed, though there was no hissing this time. Reaching the bed, she slowly climbed in, laying down on her mess of pillows and blankets and nuzzling the spot where she assumed his neck to be. The stallion shifted a bit, allowing himself to be seen as he moved closer to her side. Sure enough his entire body was still stark white, though it seemed to be fading ever so slowly. Hopefully it would all be over before too long, as she wasn't certain how much longer she could stand talking to him like this.

"That's right. Safe," she muttered, nuzzling his neck. Curious, she pushed her nose against his neck, testing the give and earning an irritated nip on her foreleg for her trouble. It didn't stop her though. Instead, she wrapped him in her legs and wings, giggling as she hugged him like a stuffed animal. He quickly returned the attention, pressing as closely to her as possible and muttering about warmth.

"Oh, you're so squishy! We love it! Ah, if only you were alert enough to tease," the mare lamented. "Perhaps later then. Oh we shall torment you endlessly about how wonderfully soft and cuddly your form is during a molt. Not to mention your own desire to be near a source of warmth."

Cuddling into the stallion and giggling to herself, Luna slowly drifted off to sleep. While she was certainly curious what an experience it would be to mate with a molted changeling, the stallion was in no state for such a thing. After all, could something so soft even get hard? Eyes widening at the idea, she pushed back from him a bit and looked down, noticing that even his genital plates were soft at the moment. Could they even move right now? Ah well, something to test another time. Perhaps next time he molted he'd be a bit more cognizant and she could learn more about the process. Cuddling back into the soft male, she fell asleep with a grin on her face.