"You know, at the time when I recommended you as a friend to Starlight Glimmer, I thought you and Octavia Melody were an item," Twilight Sparkle said, sitting at the dining table in her Ponyville castle. Across from her was Vinyl Scratch. A white-furred unicorn mare with a two-toned blue mane, known more famously as DJ-Pon3. "That's why I was a bit hesitant to ask you out. It never occurred to me that you two were just roommates."

"It's complicated," Vinyl Scratch said. "Tavia's in a bit of bi-denial. Sometimes we're together, but then she goes through these phases where she thinks she's straight, and then we're effectively 'on a break'. Right now she dating one of the ponies from her Canterlot Quartet, Parish Nandermane. But I know exactly how that's going to go. She'll remember that stallions don't know how to please a mare the way another mare does, and she'll eventually come crawling back. Like I always said, 'once you go mare, the rest can't compare!' Plus, she's gonna find out the hard way why you don't mix work with pleasure. The others in her group will get jealous and accuse her of favoritism, and then when they inevitably break up, he won't be able to stay in the group and she'll have to get a new tromboner."

"Wow. I never took you for such a conversationalist," Twilight said.

"Yeah, well the whole 'mute' act is part of the DJ-Pon3 persona," Vinyl said. "It adds to the mystique of the image, you know? But there are a lot of times when I get swarmed by fans and groupies and I just want break character and tell them to fuck off, you know? I mean, you must know what that's like. You're a princess. There must be tons of times when you have to deal with ponies you don't like but you can't tell them off because of the whole 'public image' thing." Vinyl finished the rest of her sandwich and wiped her mouth with the napkin. "So are we doing this or what?"

"Doing what?" Twilight asked.

Vinyl looked at her over her sunglasses and cocked an eyebrow. "Please, there's no need to be coy. We're not out where we can be seen together in public. You invited me here, to your private castle. We could be served by castle staff but the place is empty. So you're still in the closet about being a mare-muncher."

"I-"

"Hey, I'm not judging. Or complaining. It's nice to be on a date and not having to sign autographs while I'm eating. But this obviously isn't a business lunch. You're not trying to book me for a show. You know my orientation, and you know I'm not available for a long-term relationship. And even if I was, I'm not really somepony you could seriously date, as a princess. So you're just looking for something casual. Am I right? Oh, and you don't need to worry about me, I know how to be discreet," she said with a sly grin.

"You are direct, aren't you?" Twilight asked.

"I'm just a pony who knows what she likes, and knows what she wants," Vinyl said. "We're both busy mares, so I'm just saying let's skip the bullshit."

"..."

"..."

"Okay. Fine," Twilight said. She stood up and waved for Vinyl to follow her. She led them back to her bedroom. "First rule: Yes, obviously don't tell anypony about this," Twilight said.

"Bedding a princess? Who would even believe me?" Vinyl grinned.

"Second rule: You will be wearing this," Twilight said. She opened a trunk at the end of her bed. Inside was a Royal Guard uniform.

"Ooh, a bit of roleplay? I dig it!" she said as she put on the helmet. Twilight helped her put on the rest of the uniform. At the bottom of the trunk was a strap-on dildo, complete with a cum-lube tube. "Oh, is the Prince going to be having himself a little affair with the obedient guard mare?" Vinyl asked, shaking her flank.

"No, this is for you to wear," Twilight said, strapping it onto her.

"Ah. The new guard stallion dutifully servicing his princess with a good hard rutting!" Vinyl said. "Yes, You Majesty,"

"No, no. You're not new. You've know me for a long time and you've always secretly been in love with me. It not a hard rutting it's... it's intimate. It's making love. And lastly, please... call me Twilie,"

"Um, okay... Twilie. When you're done with the straps, why don't you get on the bed and make yourself comfortable?" Vinyl suggested. Twilight finished adjusting the straps on Vinyl for the strap-on dildo harness. With her magic, she guided the narrow tube into Vinyl's urethra. "Whoa WHOA! What are you doing!?" she shrieked.

"Putting the catheter in," Twilight said, like it was the most obvious thing in the world.

"That's supposed to be for a cum-lube pump," Vinyl said, "You attach it to a whoa-o-oaah! that feels weird!" she moaned as Twilight finished inserting the tube. Vinyl shuffled her hooves, getting used to the strange sensation while Twilight settled onto the bed.

"Now then, you said you needed to speak with me privately about something?" Twilight asked. Vinyl shifted her hips on last time.

"Ngh, yeah, uh, Twilie, I uh, I've know you for a long time, and I've always secretly been in love with you" Vinyl said.

"Ooh, I can see that," Twilight said, looking pointedly at the strap-on dildo. "Is that for me?"

"Yup!"

"Ooh, but we shouldn't," Twilight said. "You're my... my guard. And you're married. If anypony found out..." Twilight playfully flicked her tail. "You must want me pretty badly to have come forward like this."

"So badly!"

"Hmm, care to show me?" Twilight asked, letting her leg fall to the side, showing off her wet marehood.

"Yes Princ- Twilie!"

Vinyl walked over to the edge of the bed and lowered her head between Twilight's legs. The territory was familiar enough to the veteran muff diver. Twilight smelled lovely. She gave her a nice long lick. Her flavor was good as well. Not the best mare she'd ever had, but still, good. She set to work with her patent-pending mare-pleasing technique

Twilight looked down along her body at the white unicorn licking her pussy. With the two-tone blue mane sticking out from under the helmet, she could squint her eyes a little and it looks just like him.

"Shiny..."

"Hmm?"

"Uh y- your helmet is so shiny!" Twilight said. "Captain... Sun Shine."

"Captain Sunshine... That's me."

"Tell me how much you've been wanting this."

"I've been wanting this so much," Vinyl said. Twilight cleared her throat. "I've been wanting this so much, Twilie!"

"Mmm, yes!" Twilight purred. She reached down and gently stroked the horn protruding through the hole in the helmet. Vinyl moaned into her pussy as she stroked her horn and she kept licking. "You're so good at this!"

Vinyl took it as a point of pride, pleasing a princess. She worked a tendril of magic into Twilight's vagina, flexing and curling it as she moved it in and out of inside her. She made a special effort to press against her g-spot. She hit it harder and faster, matching her rhythm with her tongue on her clit. Twilight's hoof on her horn faltered as her whole body started to quiver. The knot in her belly pulled tighter and tighter, teetering on the brink of her climax.

"S-Shiny!" Twilight cried out as the know snapped. She came with a gush of marecum against Vinyl's tongue. For a minute, the princess was reduced to a quivering mess of a mare in climax.

"The Princess Twilight cometh! Behold!" Vinyl said with a smug grin.

"Princess Twilie wants that cock!" she moaned, sitting up and pulling Vinyl onto the bed. Twilight started sucking the strap on dildo. "Tell me how good I am at this!"

"So good!" Vinyl said.

"Better than your wife?" Twilight asked.

"Uh- yeah!" Vinyl said. "So much better." Twilight kept sucking as she looked up at her. "Um, I hate to break character, but this is doing nothing for me."

"Okay, okay just fuck me!" Twilight said. Vinyl used her magic to like up the strap-on with Twilights vagina and pushed it inside. Twilight pulled her towards her until she was all the way in and then wrapped her hooves around her, hugging her tightly. She pressed her cheek against Vinyl's neck and looked down along her back, where her white fur showed from under the guard armor. The two-tones blue tail waving as she felt the dick moving in and out of her in a steady pace for as long as she would want. She could almost swear it was like the real thing.

"Cum inside me!" Twilight moaned.

"Um, Princess this is a nice bed and-"

"I need to feel it! Please cum inside me!" Twilight begged.

"As you wish." Vinyl pushed it all the way inside and focused on relaxing her muscles.

With one last grunt and flex, Twilight felt it. It wasn't the feeling of powerful bursts of cum from a stallion. Just a steady stream of warmth inside her. Without a flare to the tip, the modest diameter of the dildo wasn't the tight seal she expected and it started gushing out around the shaft. Vinyl reflexively backed away a little. It stemmed the flow for a moment, leaving more room inside before that too filled and leaked out. She pulled out at last and the dildo sprang free, arcing the stream onto Twilight's belly.

"This is actually pretty cool," Vinyl said, looking down at herself relieving as a stallion through the dildo. "I can't believe nopony has ever thought of doing this before."

Twilight grabbed it with her magic and put it back inside her, and pulled Vinyl back on top of her, hugging her tightly to feel the rest of it inside her. It didn't feel the same. Nothing about it felt the same.

Vinyl felt her crying into her mane. She pulled herself away.

"Hey, are you okay?" Vinyl asked. Twilight nodded but was still weeping. "Was it because I-"

"No, it was nothing you did. It's not you," Twilight wiped her eyes. "I just- I'm sorry. Did you want me to lick you?"

"I mean, yeah, normally that would be courteous," Vinyl said as she started to undress. "But the whole... crying thing kinda killed the mood. That and-" She looked down at her stained fur. "So I hope you don't mind me using your shower," she said as she undid the strap-on harness and pulled out the tube.

"No, go ahead," Twilight said, waving her off to the bathroom.

"Listen, I meant what I said about being discreet. So you don't need to worry about... all this," Vinyl said.

Twilight looked at back at her with eyes as red as Vinyl's. "Thank you."

"... and you just put on the Royal Guard uniform for a little while, for pretend," Twilight said.

"Forgive me, Your Majesty, but I'm simply not comfortable with this," said the white-furred stallion with a two-toned blue mane.

"It's not illegal. You're not impersonating a guard. It's just role-playing. I'm just saying, I'm a princess, and you're practically aristocracy. It wouldn't be that strange for us to date," she said.

"I'm afraid I already have a partner, Your Highness," Fancy Pants replied.

"It could just be a one-time casual thing. Nopony has to know," Twilight begged.

"It's not solely a matter of desire, Your Grace," Fancy Pants said. "I'm not a young stallion anymore. It has been some time since I've, *ahem*, how shall I put this... risen to the occasion?"

"I have a potion for that! Or a spell!" Twilight pleaded.

"I really am sorry. I had only heard rumors that estrus was especially trying for alicorns. And you have my sympathy. But unless you intend to force yourself onto me, I'm afraid I will be taking my leave now."

"O- Okay," Twilight said.

"Thank you for dinner," Fancy Pants said as he got up from the table. "And I will do my best to forget about your little... indiscretions this evening."

"Yes. I'm sorry. Thank you," Twilight said as Fancy Pants left the castle.

Twilight got up from her seat and cleared the table. It didn't take long to clear dinner for two. She sent out a message to the rest of her Ponyville friends, and then she headed downstairs.

Thorax didn't like the crystal hex that Shining Armor had put on his horn. It kept him from bring able to use his magic or transform. It made him feel vulnerable. But it also severed his connection to the hive-mind. No longer did Chrysalis's voice crawl within his skull. No longer was he a slave to the queen's will. He realized that it was only once he had lost everything that he was free to do anything.

But for now, that mostly meant sleeping in a cage, in the basement of Twilight's Ponyville castle. So the residents of Ponyville don't worry, Twilight had explained. But at least he wasn't freezing or starving. And he had Spike.

"Twilight's actually really nice, usually," Spike said. "So is Shining."

"I'm sure," Thorax said from inside of the bars, reaching a hoof through to move one of the checkers on the game board. "All I wanted was some friends."

"Well you have me," Spike said. Thorax smiled and his wings shimmered. "Starlight doesn't have a problem with you either. And Twilight has been warming up to you over the past couple weeks, too. In fact..." Spike looked back over his shoulder. "I think she might even be removing that hex on your horn soon."

"Oh, she doesn't have to do that," Thorax said. "It doesn't hurt or anything. And I've actually gotten used to it."

"Yeah, but then you would be able to change," Spike said. "We could have a lot of fun with that!"

"I don't think she would want me doing that," he said.

"Who's to say? History and politics aside, she's an academic first." Spike said. The door at the top of the stairs opened. The academic walked downstairs. "Oh, hey Twilight! Is your meeting with Fancy Pants over already? I thought you said you were going to be a while."

"Yeah well..." Twilight tried to say. "The meeting finished early."

"Is everything okay? You don't look too happy," Spike said.

"I'm fine. Wrap up your game. I need to talk to Thorax once your done." They quietly finished their game. Thorax won. "My my, aren't we a fast learner?" Twilight mused. "Meet up in the throne room after you put that away." Spike picked up the board and pieces to bring back upstairs. Twilight opened the door to Thorax's... accommodations, and they went upstairs.

"I sent out a message to the rest of my friends. They will be here soon." Twilight said, leading him into the throne room. She took a seat in her throne and looked at him across the large table. "I can only apologize for the nature of your stay here thus far. But I made a promise to my brother that I would ensure your fidelity before granting you my trust."

"I understand," Thorax said.

"But you have been very cooperative so far, and honest," she said. "I am prepared to trust you as a friend. I would only ask one last thing of you."

The door to the throne room opened and Spike walked in with the rest of their Ponyville friends. Spike walked over to give Thorax a hug while the rest of the ponies stood on Twilight's side of the table.

"Obviously I've had to keep you from being privy to many Equestrian secrets," Twilight said. "But as a show of faith, I am prepared to give you this one as an opportunity for you to do the same." She motioned for her friends to sit down. Once they were all seated, the table in the middle came to life, revealing a map of Equestria.

"Wow," Thorax breathed, looking over the map. He recognized many of the major landmarks, and was able to figure out most of the rest.

"Thorax..." Twilight addressed, "Show me on the map where the changeling hive is."

"What are you going to do?" Thorax asked.

"Hopefully nothing," Twilight said. "You said that you want to bring the concept of friendship back to your hive, so that you might be able to share love instead of stealing it. And after having gotten to know you, I am inclined to believe you. I trust you." She leaned back in her throne.

"However, at this junction, I have no reason whatsoever to trust your queen," she continued. "If, after your return, it remains her intention to bring about her war, I just want to reduce the asymmetry. Her knowing of where our capital is without us knowing where hers is, gives her a strategic advantage with which I am... uncomfortable."

Thorax looked at the other ponies sitting silently at the table. They looked back at him, waiting to see what he would do.

"I'm not a strategist, Thorax," Twilight said. "I'm not a general or a politician. Warfare does not interest me. I'm an academic. I just want to know." She pointed at the map. "So if you would, please?"

Thorax looked at the map and then back at her.

"If I tell you, I won't be able to go back," Thorax said. "When Chrysalis finds out, I'll be branded a traitor. She'll-" He shuddered.

"Nopony said you had to go back," she said. "If you tell me where the hive is..." she looked at the black crystals protruding from his horn, "you'll be free to choose what you want to do, stay or go."

"And if I refuse?"

"I'd respect that choice. And I'd understand." She sat up straight in her throne. "Although I hope that you understand as well, that it would become... difficult securing your release."

Thorax considered his choices, if one could even call them that. He looked at the map and tilted his head, orientating himself. He walked over to the south-west edge of the table, standing between Fluttershy and Rainbow Dash. He touched the edge of the table and estimated the distance in his head. He took a step back, pointing at a spot in the air about a half-radius off the edge of the map.

"About here," Thorax said.

Twilight nodded. "Thank you, girls." The other five ponies stood up, disabling the map, and they left. "And thank you, Thorax. I am a mare of my word, after all." Twilight's horn glowed and dispelled the black crystal hex on his horn.

Thorax braced himself for the return of Chrysalis's voice in his mind. It didn't come. He could feel a generalized, tenuous connection to his brothers and sisters in the hive. But it was a diffuse, quite din. Barely-perceivable whispers rather than the sharp commands of the queen. It was different. And that was scary enough. Ironically, change was frightening to a changeling.

"So what now?" Thorax asked.

"That, is up to you," Twilight said. "You can go back to your hive and try to bring friendship to the other changelings, to try to share love rather than stealing it. Or go somewhere else, provided that it's not the Crystal Empire."

"Or stay here," Spike suggested.

"Thanks, Spike. I think I will," Thorax said. "At least for a little while."

"I thought you might," Twilight said. "I already have a guest room made up for you. You're welcome to stay as long as you like. Spike, why don't you go ahead and show him where it is?"

"Okay! What are you going to do?" Spike asked.

Twilight took out a scroll and quill. "Oh, you know. Boring princess stuff." Spike led Thorax to the guest room. Twilight remained behind and made navigational calculation notes of the approximate location of the changeling hive.

"So this is your room," Spike said, leading Thorax inside. "This is your bed. The kitchen is down the hallway to the left. I don't know if you really need that. The bathroom is down the hallway to the right. I don't know if you really need that, either. Do changelings go to the bathroom?"

"Only if we go to the kitchen," Thorax said. "We can eat food to keep up appearances, but it just gets passed through. All changelings need is love."

"Hey, everyone needs love," Spike said. "Even dragons."

"Thanks for sharing, friend!" Thorax said, giving Spike a hug.

"You're welcome," Spike said. "But you know, if you really want to thank me, there is something we could do."

"Like what? Did you want to play checkers some more?" Thorax asked.

"Actually, something that you could help me with," Spike said.

"Anything! You saved my life in the Crystal Empire after all!"

"Okay. Well I have a secret to share with you," Spike said. "But you have to keep it between us."

"Sure."

Spike leaned in close to whisper, "I have a crush on Rarity."

"..."

"Remember? The white one? From the throne room earlier?"

"Okay."

"I want to ask her out on a date."

"Okay."

"But I'm too nervous."

"Why?"

"Because she's the most beautiful mare in Equestria! Why would she ever want to date me!?" Spike asked.

"... Because you asked her to?"

"It's not that simple!"

"Is it not?"

"She's a pony, and I'm a dragon."

"... And?"

"And since I'm not a pony I can't just ask her out."

"Okay but why though? Is that illegal or something?" Thorax asked.

"No."

"So what's the problem?"

"I- I'm still nervous! I wouldn't even know what to say."

"Well you know her better than I do," Thorax said. "So I don't know how you expect me to help."

"Well I was hoping that maybe I could practice asking her out with you," Spike said. "You know, with you disguised as her."

"Oh?"

"Yeah. I mean, if that would be alright with you."

"I suppose," Thorax said. In a flash of green magic, he transformed into Rarity. "How is this?" he said in Rarity's voice.

"It's... perfect!" Spike said trying his best not to drool as his eyes practically turned into hearts.

"Oh, wow." Thorax felt a rush of love pouring out of the dragon.

"How... how does it feel?" Spike asked.

"What do you mean?"

"How does it feel to be a pony, to be a mare?" Spike asked.

"About the same," Thorax said. "Changeling don't really have strong sense of gender. To me it's just like wearing a suit, or changing a costume. I know how it feels to be a mare without actually feeling it."

"I don't understand," Spike said.

"It's like... the difference between me telling you that fire is hot, and you burning yourself. You get the same information."

"Huh. I guess I get it." Spike reached out to touch Rarity's mane. "Do you mind?"

"Not at all. Go ahead."

Spike ran his hand through the violet hair. His nostrils flared. "Wow. You even got her scent right. How do you do that?"

"I'm not totally sure," Thorax said. "It's just how changeling magic works. To be able to perfectly simulate someone inside and out."

"Inside and out?" Spike asked.

Thorax nodded. "Yup. So this is how she would smell. Unless she was in estrus. Then she would smell different."

"Wait, can you do that?" Spike asked.

"Yeah. One second." There was a brief shimmer of magic. "There we go."

"You... you don't look any different," Spike said.

"Oh, all the difference in back there," Thorax said, turning and flagging his tail at him.

Spike swallowed nervously. "Hey, um, can I call you 'Rarity' for the rest of the time while we do this?"

"Sure! That's how you practice, right?" Thorax said, still in Rarity's voice.

"So if I were to kiss, her lips would taste like hers?"

"Yes."

"C- can I check?" Spike asked.

"Sure!" Rarity leaned down and kissed him on the mouth. "One thing I need to be careful about is behavior though. I would need to know how she kisses, for example. Like does she use a lot of tongue?"

"Yes! She does!" Spike said, pulling her in for another kiss, this one much more passionate and sloppy. "Oh Rarity!" He wrapped his arms around her and pulled her mane. "Can I touch your tail?"

"Sure, you can touch her wherever you like."

"Her?"

"Yeah, this isn't me," Thorax said in Rarity's voice and then touched the side of her head. "I'm just riding along. Go ahead and have fun practicing with her."

Spike's hand moved down along Rarity's back, past her shoulders to her rump. He grabbed her tail in his fist, brushing it against his face and then pulling it aside. Spike greedily stared at Rarity's marehood. It winked at him and glistened with moisture. "Spike wants!"

He reached out and ran his fingers up and down along her marehood, prodding one inside her vagina. She just stood there as calm as if she were waiting for a train.

"She would be feeling that, wouldn't she?" Spike asked.

"Oh yeah, definitely!" she said.

"Well this should be practice for you too, right?" Spike asked. "Act like she would." Spike stuck two fingers back unto her pussy.

"Oh yes, Spike, that's it!" she moaned.

"She calls me Spikey Wikey," Spike said.

"Oh Spikey Wikey!"

"Get on the bed," he directed. Rarity did as he said. He rolled her onto her back.

"Such a big strong dragon!" she said.

Spike pulled her to the edge of the bed. He dove in and started licking her pussy. He took Thorax at his word that this would be how she tasted. Spike knew he would likely never know for sure. But he could settle for this. His long forked tongue probed deep inside her, flicking against her cervix.

"Oh Spikey! That tickles!"

Spike pulled his tongue out and stood up. "Spike WANTS!" His barbed hemipenis stuck out from the scales of his belly. He pointed them at Rarity's pussy, but opted to put one in her ass as well and thrusted forward.

"Oh Spikey Wikey! I didn't know you had two!"

Spike started pounding away. All the years of unrequited longing and pent up frustration came pouring out of him in the aggression of the act. He would take what was rightfully his. "Mine!" And she was his at last. "Mine!" He would use her body to please himself. "MINE!" He fucked her quickly, wanting only to get off as fast as possible. "Hng, hng, HNG!"

Spike grabbed her face with his hands and kissed her hard as he bottomed out into her, spurting his hot dragon cum into her ass and vagina at the same time. He throbbed and pulsed until he got it all out and then fell onto her chest, panting and heaving. His dicks slipped out of her and vanished back into his scales. He rolled over and flopped onto the bed beside her.

"I love you!" he panted.

"I can tell," Thorax said. Spike blinked and the changeling laid where Rarity had been. "You looked like you really needed that. I hope you enjoyed it."

"I did," Spike wheezed. He looked at Thorax. "Um, I know this is kinda weird to ask, but did you?"

Thorax shrugged. "Eh. It's like... What's your favorite food that is good for you?"

"For me? Well I'm a dragon so that would be gems. Like a nice aged ruby."

"And what is your favorite food that isn't good for you?" Thorax asked.

"Probably ice cream," Spike said.

"That was like ice cream for me, then," Thorax said. "Lust is nice. But it's not very nutritious for a changeling the way that love is."

"I get it."

"So now that you've gotten to do that, does it mean you aren't going to pine after Rarity anymore?" Thorax asked.

"No, I still want the real thing," Spike said. "But she would rather date a pony like Trenderhoof," Spike said.

"What if you could disguise yourself as Trenderhoof, and then go on a date with her?" Thorax asked.

"I'd rather she want to date me," Spike said.

"That's how I feel." Thorax looked down at his natural form. "I want to be loved for who I am, rather than who I can be."

"I understand. And I do," Spike assured him. "That's why you're my friend. Not just because you can turn into Rarity."

Thorax's wings shimmered. "Thanks."

"But if we still did this... once in a while... that'd be okay too, right?" Spike asked, walking over to the bedroom door.

"Yeah."

"Okay cool. I'm gonna head back to my room and-" Spike opened the door. Twilight was on the other side, about to knock.

"Oh, hi Spike! Would you mind sending these off for me?" she asked, passing him a pair of addressed scrolls.

"Sure, no problem." He took both scrolls and ignited them in his magical dragon breath, sending them off to their destinations.

"Thank you, Spike." He smiled and left. Twilight waited until he was gone and closed the door. She looked at the changeling. "Have fun, you two?" Thorax looked away nervously. "Don't try to be coy. Even if the bed wasn't completely messed up, the aroma of... eau de estrus is unmistakable. Rarity, I assume?"

"His idea," Thorax said.

"Oh, I'm sure it was. But you didn't mind a free meal, did you?" Twilight asked. He shrugged. "Thorax, now that you have fully regained your... functionality, I was hoping you could help me with something downstairs in my laboratory," Twilight said.

"Okay." He followed after her.

She spoke to him once they headed downstairs. "Last time when we talked, you said that there were aspects about you that I wouldn't be able to study while the crystal hex was in place. Well now that it's gone, I'd like to finish our session from last time."

In the lab, Twilight picked up her notebook and reviewed. "You said that the ability for a changeling to change is integral to reproduction. Is that because of the parasitic nature of changelings, or because you're hermaphroditic?" she asked.

"We're not really hermaphrodites," he said. "We can change genders. And we have to in order to reproduce. Normally," he said.

"Okay. Explain the process."

"Well a changeling is normally genderless unless they are disguised," he explained. "But the queen will select an infiltrator to be disguised as a female to collect the sperm of a male."

"A male changeling?" Twilight asked.

"No. A male anything-else. Then once their eggs are fertilized, they become a male and lay them in a female of the same species."

"So you have to use other creatures?" she asked.

"Not always. An infiltrator could return with the fertilized eggs to lay them in the queen. She's a universal host. Or the queen can use her pheromones on a changeling to change them into a fertile male to breed with her directly. She only picks the very best warriors or infiltrators to be her breeder."

"And then?"

"And then after they fertilize her eggs, or she gets them from an infiltrator, she lays them in a- uh, an incubator," he said. She looked at him strangely. "Um, that's what she calls non-changelings."

"Mhmm." She pursed her lips.

"But sometimes, she doesn't have any captives and she has to use a changeling. Not a warrior or an infiltrator. A useless drone She uses her pheromones to make them change into a female broodling and then she... makes them... incubate." He grimaced and looked away.

"I have experienced Chrysalis's notion of romance," she said of her own personal encounter with the queen. "Just before the invasion, she... forced herself onto me. I was barely able to escape."

"When then you know what she can be like," Thorax said. "So as you can imagine, changelings are not keen on failing to keep her supplied with incubators." He scratched his head for a moment. "Strange. She wouldn't have taken a breeder just before an invasion. She must have used another male to fertilize her in Canterlot. Probably the prince," he reasoned.

Twilight felt her heart jump at the reference to her brother. The memory of Chrysalis raping her still haunted her. But the thought that they might have been her brother's eggs gave her pause. She pushed the thought away and focused on the present.

"So... does that mean that the queen is the mother to all of you?" Twilight asked.

"Yes. More or less."

"But that means she would be taking her son to breed with her."

"Yes." He answered. She just looked at him for a moment. "And?" he asked.

"Um, nothing," Twilight said. "So what if something happens to her?"

"I shudder to think," he said. "A power vacuum like that would have the warriors battling for rights to the royal jelly."

"The royal jelly?"

"It's a special jelly that lets a changeling morph into a new queen," he answered.

"And then if she would take on a breeder, it would be one of her brothers?" she asked.

"Yes."

"And that doesn't strike you as strange?" she asked.

"No."

"Interesting." Twilight finished writing and set her notebook down. "Alright then. Turn into somepony for me. Somepony I would know." In a flash of green magic, he turned into her. She chuckled. "Okay. That's fair." Twilight walked around him, inspecting his details. "An uncanny likeness, I'll give you that. But you know me very well. You've seen me every day. What about somepony that I know but you haven't met?"

"I would have to have seen them at least once," Thorax said in her voice. Twilight smirked.

"How about... Shining Armor then?" she asked. In a flash he changed into her brother. She felt her heart flutter once more. She walked around him again. He looked just like him in every detail. "How did you know what his cutie mark was? He was wearing his uniform when you met him. You never saw it."

He shrugged. "I'm not completely sure how changeling magic works," he said in Shining Armor's voice. "But it manages to account for all the detail of a creatures we meet. Even the ones we don't see."

"Fascinating." She eyed the heavy orbs hanging just behind the stallion's sheath. "And how well can you simulate a stallion's... functionality?" she asked.

"Completely," he said. "We have to, in order to be able to properly collect love."

"So you would have the appropriate response to being stimulated?" she asked. She reached underneath him before he could answer and rubbed his sheath with her hoof.

"Princess Twilight-"

"Shhh," she hushed him and cooed as she felt the bulge forming in his sheath. He groaned when her hoof cupped the tip of his penis as soon as it emerged. She leaned over and whispered into his ear. "Lay down." He did as she said and she rolled him onto his back. The soft rug spared him from the hard crystal floor of the lab. She was over him immediately with her hoof still on his dick, now nearly fully erect in her hoof. She leaned down to look closely at it. It had the exact same blue mottling as she remembered. She rested her cheek against its warmth. She could smell the masculine scent of his balls. "You really did get every detail right."

"Th-thank you Princess Tw-"

"Shhh... Call me Twilie," she said. She shifted herself over him to straddle his body. "Let's see just how much of a stallion you feel like," she said. She lifted her tail and squatted down above his penis, guiding it with her magic. She was already incredibly wet just from thinking about finally doing this. She lowered herself down and rubbed his tip against her pussy, smearing it with her lubrication. More than ready she pushed herself onto it.

She felt her brother's penis inside her again at last. It was just how she remembered it. She took more of it, feeling his medial ring slip inside her just as she expected it to. She sat down on his hips just as the tip met her cervix, perfectly filling her like a puzzle piece that was meant to be in place.

"Oh, Shiny," she moaned. "Tell me how much you love me."

"I love you," he said.

"Twilie."

"Twilie," he repeated. "I love you, Twilie." Twilight quivered hearing her brother say that.

"Fuck me, Shiny," she said, lifting her hips just enough to give him room to do so. He thrusted upwards into her. "Tell me how much you've missed me!" she said.

"I've missed you, Twilie!" he said as he continued to fuck her.

Twilight felt euphoric. It was even better than she thought it would be. She had been so afraid that it would feel weird or sad like last time with Vinyl. But she felt amazing. Her whole pussy was tingling. She rubbed herself with her hoof or alternated with her magic as she rode him. Every aspect of her pleasure was heightened.

Though that was probably from his changeling precum, a powerful cocktail of muscle-relaxing analgesic, and aphrodisiac.

His changeling instinct took over. His disguised penis transformed into an ovipositor. The head changed from being rounded and blunt to a narrow tip. His precum started by numbing and relaxing the muscles of Twilight's cervix. As he continued to thrust, the tip extended into the small opening. Once inside, it swelled thicker, prying her open in preparation for the delivery of his eggs. Twilight felt no pain, only the tingling from the changeling's potent secretion. For the mare, it was like the pleasurable sensation of a small, but continuous orgasm. He felt his eggs shifting inside him, ready to be implanted into the mare.

"I- I'm gonna-" he tried to say.

"Yes!" Twilight gasped. Her head was swimming from the effects of the changelings nectar. "Yes, do it inside me Shiny!" She all but begged for it. Her addled mind would have made her agree to anything in that state. She pressed her hips down hard onto his and bottomed out, holding herself there. He felt the pressure building inside himself, signaling his imminent delivery.

Fresh changeling secretions melted any potential pain away, leaving her with only with the mind-dulling pleasure. The tip of his ovipositor stretched her cervix open completely, letting the rest of his shaft inside. The head blossomed open like a flower, ready to release his eggs deep inside Twilight's womb. His pelvic muscles flexed and the eggs began to move into his ovipositor. Twilight felt her brother pumping and throbbing inside her as each pulse pushed more and more into her, filling her womb.

It was his first time laying. He could feel each one moving through his shaft, plopping out of his tip inside her. One after another, stuffing her uterus full with his clutch. He counted each one as the bulges pushed through her tight cervix. Ten, eleven, twelve eggs inside her before he finally stopped. His blossomed tip wilted closed again and spurted a final bit of numbing secretion before it pulled out, letting her cervix close behind him with his eggs sealed inside.

Twilight felt him wilting under him and rolled off, onto the floor beside him. Her head was still swimming, but she felt her senses start to come back to her. She laid on her side to snuggle up next to her brother. She reached down with her hoof to idly stroke his sticky cock. He groaned. She blinked and looked at it. His ovipositor bloomed again and one more green, glistening egg spurted out onto his white fur.

"What the fuck!?" she shrieked.

"Ooh," he moaned. "It must have been a baker's dozen."

"Wait- WHAT!?" Twilight reached down and palpated her abdomen. She could feel the irregular lumps inside her uterus. "Did you lay eggs inside me!?"

"Um... Yes?" She started flailing on him with her hooves. His disguise failed and he turned back into Thorax. "Hey! You told me to! I thought you wanted to know what happened!"

"Why? What's going to happen!?" She asked in a panic as she got to her hooves.

"Nothing!" he said.

"There are EGGS inside of me!"

"And you're not a dragon!"

"What?"

"You're not a dragon!" He repeated. "Spike fertilized those eggs. I thought you knew that. And since you're a pony and not a dragon, they won't be developed."

"So what IS going to happen then?" she asked.

He pointed at the egg on his fur. Already exposed to the air, the integrity of its soft shell began to rapidly deteriorate. It rolled off as he stood up and it landed on the floor as soft mush. "If they were unfertilized eggs, your body would just naturally break them down in a few days. You would have never even known they were in there... Unless a stallion were to fertilize them while they were inside you. But since these are fertilized, but by a different species, you'll just pass them in a few days."

"What do you mean, pass them?" she asked.

"Well, since they're not viable, they won't attach themselves to the lining of your womb. Your cervix will relax again and you'll lay them in the next day or so."

"And then?"

"And then... I dunno... quiche?"