Empress Phyllia sat on a cushion that was brought to her by the guards, she kept her ear pressed against the stone as she tried to hear Volthoom inside the mold, she would caress the stone and hum to herself.

“Mother you should get some rest you have been here for two days,” said Mili as she walked into the chamber.

“My Empress, Queen Mili is right, you have to sleep if you keep yourself awake any longer your health might deteriorate,” said a miniature changeling with blue mane and eyes floating near the empress with her squeaky and high-pitched voice.

This was an offshoot of the original breezies, after the Cataclysm that destroyed Flutter Valley the original breezies were divided into four groups.

The first group were the pollen breezies, very similar to the originals, they were the descendants of the breezies that moved to Equestria but the pollen there lacked the strong connection to The Green that existed in Flutter Valley. As a result, their power declined to the point that a leaf could prove fatal to them, Equestria was now the only place ‘safe’ enough for them to venture out because the weather was regulated by the ponies. Thus the name "breezie" became even more accurate than their lesser known name "fairy ponies".

The second group was the tooth breezies, while they still have a connection to The Green they also have a powerful connection to The Red that they use to draw power from bones, blood and flesh, but they preferred teeth and claws of living creatures, the more powerful the creature the more magic they could extract from the bones. Currently, they live only in two locations, here in the Changeling Empire and in the Everfree Forest, they have a more tribal and warrior-like society than the pollen breezies. Ironically they were known as "tooth fairies" but they were also known as "pixie ponies".

The third group was the mushroom breezies, they had a connection with The Green, just like the other breezies, and The Gray because they started to add fungi in their staches to compensate for the decline of the magically enhanced pollen, this caused them to change. They lived in a very rigid class system based on what type of plant and/or fungus they collect, they were masters of poison and potion making. They were known as "sprite ponies".

The fourth group was the changeling breezies or fairy changelings and like the flutter ponies, they let themselves be transformed by the sacred pools found on this caves, they were essentially miniature changelings. The third and fourth groups exist only in the Changeling Empire.

“I will sleep only when Volthoom is by my side,” said Phyllia to the breezie, which caused her to sigh at the stubbornness of her empress as she sat on Mili’s right shoulder.

“You really love him don’t you mother?” asked Mili.

“Yes I do, he is just so wise and caring, the fact the children loved him is a bonus,” said Phyllia.

“Why not act on those feelings back then?” asked Mili.

“He was immortal and had a body made of energy he had no need for food or drink, so he just spent his time defending us, teaching us or meditating, not count an occasional festival he attended, it was easy to tell that he didn’t need a mate,” said Phyllia with sadness and nostalgia in her voice.

“And now?” asked Mili as she conjured a cushion for her to sit beside her mother.

“Now he has a body, a body of flesh and bone, it’s my chance to finally be with him,” said Phyllia with a hopeful tone.

“Do you even know how he will look like, or if it’s even possible for you to have a relationship?” asked Mili.

“I can at least try. Now I have a chance, were before any chance was inexistent,” said Phyllia.

“You have a point, he at lea-” started Mili only to be interrupted by a loud crack coming from the stone.

Looking at the stone they saw the cracks with light coming from beneath the surface spread across the upper mold, so they got up, jumped a few steps back and created a shield. Not long after it exploded sending fragments of rock across the ritual chamber, followed by another burst of emotional energy but this one was much weaker and only covered the castle.

The empress without hesitation dispelled her shield, got closer, took Volthoom in her arms and while she carried the new body bridal style she teleported away. Mili immediately turned around and started to run while using the “higher” parts of the Hivemind to find her mother’s location, not long after she felt it, her mother was in her chambers.

“Firefly, warn my sisters of what happened here and tell them to go to mother’s room,” said Mili.

“On it,” said Firefly as she glowed and zipped forward at a great speed almost creating a line of light in the air.

Mili teleported and appeared in front of her mother’s room, not long after her sisters appeared as well.

“What's going on?” asked Arachne.

“Mother took Volthoom into her chambers,” said Firefly.

“You think they are… you know,” commented Apis.

“Not likely but mother haven’t slept in almost three days, I just want to make sure everything is alright,” said Mili before she opened the door.

They saw their mother on her bed while hugging a gray changeling against her breasts, both of them had a content smile on their faces.

“Well, she did say that she would only sleep when Volthoom was by her side,” said Mili.

“They are too close to each other and the cover is hiding most of their bodies, I can’t discern any detail on Lord Volthoom’s new body,” said Vesp as she tried to get a better look without entering the room.

“Ooh, I really wanted to see what Lord Volthoom’s new body would look like,” said Iso in disappointment.

“It seems we have to wait a little more, besides our mother is happier than ever in a thousand years, let her have this moment,” said Chrysalis as she dragged Iso and Mili with her green magic.

“Agreed,” said Arachne as she dragged Apis and Vesp by their ears, much to their protest, and closed the doors with her red magic.

“Volthoom,” said Phyllia quietly in her sleep as she hugged Volthoom.

Mindscape, Dreamscape

Volthoom, still looking similar to the original Volthoom, sat floating in lotus position in outer space when he felt another presence in his lucid dream.

“What is going on?” asked Phyllia as she appeared near Volthoom trying and failing to adjust herself using her wings.

“Hello Phyllia,” said Volthoom.

“Volthoom, where are we?” asked Phyllia as she managed to hold onto Volthoom's leg and righted herself.

“Physically or metaphorically?” asked Volthoom.

“Both, I guess,” said Phyllia a bit unsure.

“You are in my dream, this is outer space, the space between worlds inside the universe,” said Volthoom.

Looking around she was mesmerized by the stars, nebulas and comets.

“Is this how the outside of our world look like?” asked Phyllia.

“Not exactly,” said Volthoom as they started to ‘move’, or the scenario was moving it was impossible to tell, the scene stopped when a familiar moon was on her right and a blue, green sphere was on her left and the sun was behind her. Then he pointed to the green and blue sphere before saying, “that is your planet, the world where you were born and where you live.”

Phyllia felt tears on her eyes but stead of running down on her face they started to float around her and she thought, "Equus is so beautiful and seems so tiny from here."

“It changes one's perspective, doesn’t it? Seeing this tiny marble in the vastness of creation,” said Volthoom.

“Yes it does,” said Phyllia still very emotional.

“Even if this is a projection of my memory it still feels real, such is the beauty of the Mindscape,” said Volthoom.

“Mindscape?” asked Phyllia trying to wipe the tears.

The scenario changed again, Phyllia felt the effect of gravity again as well as the grass beneath her hooves. Looking around she saw Flutter Valley just like it was on the day Volthoom arrived and it filled her with nostalgia.

“Better?” asked Volthoom and she nodded before sitting in front of him, like the day she met him.

“Mindscape is a dimension made purely of thought and emotion, this place can be visited through astral projection, a special form of teleportation or going ‘outside’ of the dream,” said Volthoom.

“What does going ‘‘outside’ of the dream’ means?” asked Phyllia.

“Do you know the dreamscape?” asked Volthoom.

“Yes, it’s Luna’s domain a place of dreams and… emotions,” said Phyllia as she realized what he is trying to tell.

“Indeed, the dreamscape is a pocket inside the mindscape, that’s the reason why she doesn’t venture beyond Equestria, this place is just a layer away from where thought and emotions come from, the source of my power in this reality,” said Volthoom.

“This reality?” asked Phyllia.

“Each reality has its own Emotional Spectrum I’m merely a conduit for it, I have been since that day,” said Volthoom.

“That day?” asked Phyllia in curiosity, for the first time in millennia feeling like that young flutter pony eager for a lesson from her teacher.

“Since I know your story, it’s only fair that you know mine. My story begins on Volthoom’s homeworld as it started to die,” said Volthoom.

The scenario change to a mighty city of glass and metal that reached the sky, but her attention was caught by two beings running in a hallway of metal.

“Mother!” said a young looking biped being with furless pinkish skin and gray almost silver short mane wearing a silver and white space suit.

“We must hurry Volthoom, we need to use the Lantern,” said a female being similar to the first but with a brown mane, she was disconnecting the cables from the Travel Lantern.

“We mus-” started Volthoom but an explosion occurred.

“Mother!” called a young Volthoom only to find his mother beneath rubble holding the Travel Lantern.

“You must find help..” she trailed off in her final moments before Volthoom grabbed the Travel Lantern and disappeared in a flash of light.

Phyllia saw how Volthoom traveled through time and space, she saw many wonderful and terrible worlds, she saw his meeting with the Malthusians, she saw his madness, his imprisonment and death, billions of years flashed before her eyes.

“And after that in my new incarnation the Phantom Ring, the Black Ring and the Travel Lantern somehow made their way back to me and I was sent here to this world,” said Volthoom as he finished his tale.

Phyllia was shocked and took a long time to recover and process the story she heard.

“Why do you refer to yourself in the third person?” asked Phyllia after she noticed that he referred to himself by name.

“I don’t consider my previous incarnation to be the same person as me, even if I use his name as my own,” explained Volthoom.

Before Phyllia could say anything the world around them started to crumble.

“It seems we are waking up, I can’t wait to see my new body,” said Volthoom.

“Believe me when I say you will be very surprised,” said Phyllia trying not to giggle while Volthoom just raised an eyebrow.

Real World

Volthoom opened his eyes and saw the black pillows that his head was resting on. No, they were warm and he could feel a heartbeat, those were breasts, evident by the exposed brown nipples, and by the arms hugging him he could tell that the one holding him wanted his company, he lifted his head to look in Phyllia’s brown slitted eyes.

“Good morning,” said Phyllia as she smiled while she looked into Volthoom's eyes.

“Good morning,” said Volthoom in his new higher voice, it was quite androgynous and impossible to tell if it’s male or female.

Not caring about the voice change Volthoom kissed Phyllia, they both moaned in pleasure, how Volthoom missed this feeling of skin against skin. Their long prehensile forked tongues explored each other mouths in a way that would otherwise be impossible. After Volthoom pulled back and released Phyllia’s lips he tried to get up only for Phyllia to pull him back into her embrace, while it was comfortable Volthoom wanted to see his new body.

“Phyllia, could you let me go? I want to see my new body,” said Volthoom politely and reluctantly Phyllia let him get out of the bed.

“Do you have a mirror?” asked Volthoom as he sat up on the edge of the bed.

Phyllia pointed to her left, in the middle of the wall not too far from the bed is a great mirror that she uses after a bath.

Volthoom stumble in his walk, getting used to his new muscles and center of gravity, changelings had a slightly different way of walking compared to humans. It took a bit of concentration but he managed to stand in front of the mirror and Phyllia was trying not to laugh at his learning experience. He ignored Phyllia's enjoyment of his predicament and looked at the mirror to inspect his new body, which is easy considering that he was naked.

The acolyte of the Spectrum was as tall as the other queens but his body was still developing so he might get as tall as Phyllia, his “skin” was gray, his “corset” was dull silver, his eyes were slitted and silver, closing his second eyelid he saw that his eyes were now solid silver, his long mane reached his waist and was light gray, his shoulders were just as wide as in his previous form but seemed smaller with his new height that was two and a half feet taller, his hips were just as wide as his shoulders, his tail as long as he was tall coming out just at the end of his spine above his butt, which was rounder and bigger, with a curved blade in its end. He had a very androgynous figure, even if his silhouette was quite feminine, it was only his flat chest and genitalia that indicated the fact that he was male, he had apple sized testicles hanging beneath an animalistic sheath.

Lastly Volthoom inspected his horn, on its base was the Phantom Ring, the horn itself coming out of his forehead through and around the ring, with the ring being part of the horn itself, the length looked like a fusion of a key and a blade with the indents on the front and back edges creating a pattern similar to a double-sided or paracentric key, on the length of the blade were indentations in the shape of the different Lantern Corp logos, Black, White, Phantom, Violet(Star Sapphire), Indigo, Blue, Green, Yellow, Orange and Red in that order from the base to the tip of his horn.

The reborn changeling was so busy looking at the details that he didn’t notice Phyllia getting closer to him from behind, he only noticed her when she hugged him from behind, her arms going under his while her right hand resting on his chest while her left resting on his belly and because of their height difference Phyllia rested her chin on the top of his head while pressing her bare breasts on the back of his head, she was careful to not press too hard on his developing wings while her longer tail coiled around his.

“You look beautiful,” said Phyllia as she got comfortable.

“It will take about a week for this body to finishing its development,” said Volthoom as he got comfortable as well after he opened his second eyelids.

“I can’t wait to see how you will look...Volthoom, there something I need to tell you but I think you already know what I’m going to say,” said Phyllia.

The symbols of the Star Sapphire and the Phantom Corp, as well as the Phantom Ring itself, begin to give a faint pinkish violet glow and Phyllia felt pure love directed at her.

“I know, I can feel the emotions of those around me, even the changelings, so I knew about your feeling even back then. Changelings may not radiate emotional energy like most sentient living being but they feel emotions just like any other being, I know your feelings about me haven’t changed in a thousand years if anything they become stronger,” said Volthoom as he looked at Phyllia's eyes in the mirror.

“So you knew about my feelings for you?” asked Phyllia.

“Yes, but it would be your choice to act on them or not. If there’s anything I learned in my long life is to enjoy life while you can. If you asked me to be with you I would have stayed until the end of your life, just because I’m immortal doesn’t mean I can’t enjoy life,” said Volthoom as he stopped the flow of love energy.

Phyllia let go of Volthoom and laid on the bed looking at the ceiling.

“Are you ok? I can feel your disbelief and shock,” said Volthoom.

“I just found out that I had a chance to have a relationship with you if I acted on my feelings instead of assuming you didn’t want a relationship in the first place,” said Phyllia.

“I’m willing to try,” said Volthoom as he looked into Phyllia’s eyes, then he added, “are you willing to give us a chance?”

“Yes,” said Phyllia.

Volthoom laid beside Phyllia and hugged her not bothered by the fact that they were both naked and Phyllia hugged him back. They stayed like this, just enjoying the comfortable silence, until knocking was heard by both of them, at first they ignored but the one knocking persisted, so they let go of each other and sat up.

“Come in,” said Phyllia.

The door opened and three changelings came in, while the three were without armor, one was a male looking changeling wearing a doctor’s white jacket and white pants and other two are female looking changelings with nurse outfits. The doctor has solid blue eyes and no mane, only a head fin, everything else about him was covered by his clothes. One nurse has a short red mane and solid red eyes, while the other has a long green mane tied in a high ponytail and solid green eyes.

“My Empress, we came just as you asked,” said the doctor.

“Oh, I almost forgot,” said Phyllia before turning to Volthoom to say, “I hope you don’t mind but I asked for one of my physicians to do a check-up on your new body, I just want to be sure that everything is ok.”

“I see no problem in that,” said Volthoom before he asked, “do we do this here or we go somewhere else?”

“Well it would be better to do this using the proper facilities on the castle infirmary ward but we can do it here if you want Lord Volthoom,” said the doctor.

“If we are going to do this we better do this properly,” said Volthoom and after hearing this Phyllia’s horn started to glow with her multi-shaded brown aura.

“We better go then, I’m going to teleport us there,” said Phyllia and after they prepared they disappeared in a flash of light.

Infirmary ward, royal physician's office

They appeared in a flash of light, Phyllia, the nurses and the doctor was fine but Volthoom was so dizzy he almost fell if it wasn't for Phyllia holding him.

“Are you ok?” asked Phyllia.

“The inner ear of this body is not used to this kind of stress, it seems I will have to train this body after all,” said Volthoom.

“Just give him a moment Dr. Sciens,” said Phyllia.

After Volthoom recovered he saw Dr. Sciens motioning for him to sit on the examination table, he did so and looked around the clinic. The clinic was like any other on earth but the walls had runes on its corners, the equipment also had runes on them, to protect and sterilize them if he was not mistaken.

“Please lay down Lord Volthoom,” said the red nurse.

Volthoom did so and the doctor’s horn glowed blued as he scanned Volthoom's body.

“By the gods,” said Dr. Sciens in surprise.

“What? Is something wrong?” asked Phyllia with a worried tone.

“No nothing is wrong My Empress, it’s just that I have never seen anything like it before,” said Dr. Sciens.

“What you mean doctor?” asked Phyllia confused by the doctor's reaction.

“He is a healthy hermaphrodite changeling with all the organs functioning perfectly but he also has some extra organs, some of which I don’t recognize while others I can make an educated guess as to what they do, but my point is that his body is familiar yet alien,” explained the doctor.

“Indeed it’s alien, I recreated and integrated many biological components of many species that I had contact with through my travels, I did this to make sure that this body can survive very extreme conditions if needed,” said Volthoom as the nurses did more traditional exams on his body before collecting blood samples.

“It’s so fascinating, there is so much you could teach us,” said Dr Sciens to Volthoom before addressing to Phyllia by saying, “aside from that his body is similar to a nymph in development despite his size, at the current speed his body should be fully matured in six day,” said Dr Sciens.

“That’s more or less what he said to me, thank you Dr. Sciens,” said Phyllia.

“If you need anything else just ask Your Majesty,” said Dr. Sciens.

While Phyllia and Dr. Sciens were talking Volthoom sat up just as the nurses started to giggle and whisper to each other.

“What?” asked Volthoom curious about what the nurses were talking about.

“It’s nothing, we are just commenting that you would be a fine queen,” said the green nurse.

“That’s not surprising, The White Light of Life and The Elemental Forces of Life made sure that my body had as many attributes as possible, so the fact that I’m a fully functional and fertile hermaphrodite doesn’t surprise me, beats being made of energy,” said Volthoom.

“Was it that bad?” asked the red nurse.

“No, it was more dull than bad, it’s hard to explain, I was aware of my surroundings but didn’t feel them, instead of using my senses to perceive the world it was like seeing a picture or reading a book all the time. I knew of the warm breeze on my face but didn’t feel it, I knew of the soft grass beneath my feet but didn’t feel it,” said Volthoom.

“It sounds like a horrible way to live,” said the green nurse.

“Less like living and more like just existing,” said the red nurse.

“You have no idea how right you are,” Volthoom as he got up from the examining table just as Phyllia finished her talk with the doctor and approached Volthoom.

“Well, you are a very healthy queen in development, he recommends exercise for your body but he still curious about the extra organs and their function, so he wants to do another check-up after your body finishes developing,” said Phyllia.

“That is a wise decision,” said Volthoom.

“Ready to go back?” asked Phyllia while her horn started to glow and Volthoom nodded, so Phyllia teleported them back to her room.

Phyllia's room

As they reappeared in the room Volthoom wasn’t as affected as before, still a little dizzy though.

“Now we need to find you some clothes, do you have any preference?” asked Phyllia.

“No, but nothing too fancy since I promised to train a few of your warriors,” said Volthoom.

“That can wait, why not enjoy your new body?” asked Phyllia.

“Not only did I promise to train a few warriors to be lightsmiths but I also want to use this opportunity to train myself,” said Volthoom.

*Sigh* “When do you want to start?” asked Phyllia since knew that he would train anyway.

“Today after you have chosen how many warriors I will be training, we can do that after I get some clothes,” said Volthoom.

So Phyllia went into her closet to search for something for Volthoom to wear and while Phyllia was looking he thought about his current situation.

Changelings had an interesting biology and culture, unlike most species changelings could be anywhere between male and female and because of that their culture had no gender distinction when it comes to roles in their society and that’s only on their default form as they still have their shapeshifting powers to consider.

Changelings, unlike hive insects, were capable of producing offsprings, which they call nymph, with other changelings and even other species, they also could give birth to a baby from the species of the other parent.

The only exception was the changeling queens, they were always either female or hermaphrodite, that produced multiple changeling offsprings at once regardless of the father's species, but they can still father a baby of another species if they were hermaphrodites.

A changeling and a non-changeling with a healthy relationship could easily have a symbiotic existence, they didn't have to be a couple, the love and care of a friend were enough.

Because of that non-changelings were treated as equals in the Empire, the only reason they were starving was that the non-changelings were a small portion of the Empire’s population. The infiltrators, also known as collectors, that not only gathered emotional energy outside of the empire but also serve as spies on other nations managed to make things easier.

The official religion of the empire was one that worshipped Volthoom, that empowered him, which allowed him to increase the output of emotional energy and feed the empire. They do acknowledge and sometimes worshiped other gods but it was mostly with the non-changelings.

The two halves of the empire were ruled by a council of queens each and above them was the empress, but the empress only acted when there was an issue that affected the whole empire otherwise each queen could rule her hive as she pleased.

“Found it,” said Phyllia bringing Volthoom out his introspective analyses.

Phyllia was holding a simple white t-shirt and black capri pants that were just his size.

“Here you can use these while I commission a new wardrobe for you,” said Phyllia.

“Just remember that I’m a guy, mostly, so nothing too fancy,” said Volthoom as he put the clothes that Phyllia gave him.

“Ok,” said Phyllia but silently promised to herself to order a few fancy clothes for special occasions.

After he was dressed he looked himself in the mirror, he liked simple clothes and they were just perfect for training.

As Volthoom and Phyllia were seeing how his new clothes fit him the doors to her chambers were opened, the fact that whoever was on the other side didn’t knock means that it was one of the queens or a someone with an urgent message, it was the former, as Apis entered the room she saw Volthoom, which caused her to stop to take a good look at his new form and clothes.

“You look so cute,” said Apis as she hugged Volthoom, pressing his head against her chest while Phyllia just smiled at the scene.

“Thanks, I guess,” said Volthoom as he gently pushed himself away from Apis.

After getting out of the hug Volthoom did some katas to see how well he moved in these clothes and after a few punches and kicks that showed his incredible flexibility he nodded.

“Thanks for the clothes Phyllia,” said Volthoom.

“You are welcome,” said Phyllia.

“So what are your plans for the day?” asked Apis.

“Well, I need to check something before training. Do mind if I train in the courtyard afterward?” asked Volthoom.

“No I don’t mind, besides it will give me time to gather the warriors,” said Phyllia before she turned to face Apis and asked, “can you show him around?”

Apis nodded before motioning for Volthoom to follow.

“So, any particular place you want to visit first?” asked Apis as they left Phyllia’s room.

“Can you take me to the sacred pools?” asked Volthoom.

Author's Notes:

Inspiration for the name:
Dr Sciens: from the latin sciēns, present participle of sciō "to know or understand", "to be conscious or be aware" and originator of scientia then science.

Changelings can be male, female, pseudohermaphrodite or true hermaphrodite.
Their society is organized in civilians, warriors, nobles and royals.
With the exception of royals, it’s possible to earn the status as a warrior, basically the military, or nobles, but you can't inherit the title of noble, noble are those that are making a great contribution to the Empire, if their kids want the title they have to contribute as well. They can do so scientifically, economically, sociologically, etc. It doesn't matter so long it's a contribution in at least one field.(inspiration from the hunter class from HunterxHunter)
Changelings, ponies, griffons many other species can vary between 5~6ft tall on average.
Changeling Queens, Alicorns and bigger species like horses are around 7~9ft tall on average.
Phyllia is around 9ft tall.
Changelings are type 3 while Volthoom is a type 4.

I might change something later, I'm not sure right now.
Also check some of shepherd0821's other artworks.