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The Only Way Forward

by Jest

Chapter 1: Adaptation Under Pressure

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Adaptation Under Pressure

Chrysalis sighed deeply and wearily placed a hoof against her forehead. “Yes, it really is me.”

Luna cocked her head to the side. “But you are-”

“Shorter, I know. I also don't have a crown anymore. Do you have any other stupid comments to get out of your system?”

The lunar princess bristled and was about to speak her mind, only to catch a glance of her very disappointed elder sister who sat next to her.

Celestia shook her head, turning to the changeling. “How do we really know it’s you and not simply another changeling standing in?”

The changeling smirked. “Well for one, I’m the only being other than Cadance who knows about that cute little dimple on Shining’s cock-” The rest of the ponies in the room blushed, save for Celestia. “-or how he whimpers like a filly right before he’s about to-”

“Chrysalis.”

The changeling grinned, drinking in all the awkward flustering of the gathered aides and other ponies. “Yes, Celestia?”

Celestia struggled to hide her mirth, nearly giggling at the sight of even her sister beginning to blush. “You know what she meant.”

Chrysalis rolled her eyes. “Yes yes.” She grabbed a thin slip of paper and scribbled a single word on it before folding it up and floating it across the table towards the pair of alicorns seated across from her.

Celestia took it in her magic and brought it close, ensuring none save her and her sister could see the contents therein. A deep frown crossed the alicorn’s muzzle and she quickly closed and disintegrated the paper.

“How did you know her name, you worm?” Luna growled, her hooves gripping the table tightly.

“Luna, please.” Celestia placed a calming hoof on her sister’s shoulder before turning towards the changeling. “How did you come to know this?”

Celestia’s anger burned like the sun, even surpassing Luna’s barely contained rage, how did the celestial alicorn manage such a perfect poker face while feeling that level of fury? Also why did their mother’s name matter so much? She forced down the sliver of fear that threatened to worm into her mind and merely shrugged dismissively. “I’ve been around for a very, very long time.”

Luna brushed off her sister’s hoof and took a deep breath, calming her more violent urges. “Do you ever answer a question without being cryptic or annoying?”

Chrysalis snorted. “Not if I can help it.”

“This is solid evidence that you are who you claim to be or at least trust this changeling to do your business for you. But, I am curious about something. Do you happen to know the name Long Star?” Celestia asked.

The changeling’s eyes narrowed and her mind shuffled through the thousands of names she had heard over the eons. When she finally remembered where the name came from, she frowned. Why would the alicorn be asking about something like that? “Yes, I do.”

Celestia smiled. “Do you know why all records of this pony vanished?”

The shapeshifter blinked, temporarily taken aback. “How did you... My forgery was perfect.”

Celestia smiled and leaned back into her chair. “That is all I need to know.”

“Wait, how did you know? I had a sleeper at the records office for over fifty years, those forgeries were beyond perfect,” she asked, astonished.

Celestia’s thin, tiny smile infuriated and intrigued the former queen almost as much as what she said next, “You're not the only one who knows a trick or two about manipulation.”

“Huh.” Chrysalis fell back into her chair, shaking her head slightly at the confident alicorn.

An aide to Celestia’s right, whose name Chrysalis didn't care to remember, coughed. “That is all well and good, but why exactly are you here?”

The changeling could taste the hate coming off of him in waves and did her best to ignore it. “My changelings are dying and-” Luna rolled her eyes, which made the changeling clench her jaw in barely restrained rage, “-hundreds are being murdered by your ponies everyday, nevermind the scores that were mercilessly crushed by your shield spell.”

She expected pity, empathy, or something, what she didn't expect was for not a single soul save for Celestia to emit even an ounce of pity. She stood up suddenly, sending her chair clattering to the ground and pounded her hooves against the table.

“My changelings are fully sentient, conscious beings with hopes and dreams and scores of them died after being launched several miles into the countryside. Their bodies were too broken by the sudden acceleration to fly and save themselves.” She turned her ire to the pathetic-looking brown earth pony aide that had spoken earlier. “Nevermind the fact that some changelings can't fly, so they spent several minutes screaming in fear before splattering all over the ground.”

One of the recorders to the changeling’s right snorted and muttered something under his breath. Chrysalis hardly cared to remember the words but his absolute lack of pity or guilt made him an instant target for her anger and she whipped around to him and knocked his quill, ink and papers to the ground.

“You think this funny? Collectors that have lived their entire lives as ponies and have done nothing to harm anyone were murdered that day! Some of them didn't even know they were changelings!”

The recorder wilted, his parchment-colored ears falling against his head and though the changeling could taste a twinge of pity coming from the pony, it was still mired in hate.

Celestia sighed. “Chrysalis, would you please stop terrorizing my staff?”

“No.” Chrysalis lurched forward and gripped the stallion by the scruff of the neck. “I want this scum to tell me a thinking, feeling and loving changeling who had never hurt anyone in his entire life deserved to die for the crime of being born.” She bared her teeth and leaned in close to the stallion, her hot breath creeping down his neck. “Come on, say it.”

“I, uh, well,” he stammered, looking over to Celestia who returned a look of disappointment at the frantic stallion.

Chrysalis turned the stallion’s head with her magic, forcing their eyes to meet. “Tell me that his pony brother deserved to see him splatter all over the roof of their house, his guts dripping down on the now mentally scarred five year old foal. Tell me-”

“Chrysalis, that's enough.” Celestia pounded her hoof on the table and fixed the former queen with a stern glare.

The changeling wanted to continue, but she could tell she got her point across. The entire room was filled with a potent mixture of revulsion, pity and only the faintest bit of hate. Chrysalis recalled her chair and sat down, crossing her hooves over her chest and glaring daggers at the still cowering stallion.

“That is terrible, I admit, but,” the first aide began confidently, until Chrysalis spun around and glared at him, “t-that's all in the past. What can we-” he pulled on his collar, trying to relieve some of the pressure bearing down on him, “-do now?”

“You can stop hunting down and murdering my changelings. I’m already trying to pull out of your lands, you don't have to hunt them down like some modern day witch hunts.”

Celestia could tell the former queen was beginning to work herself back into a frenzy and she acted quickly, shooting the aide a firm glare that kept his mouth shut, before turning back to the queen. “I have ordered my guards to help any changeling they can and to bring them here where my most loyal guards can help them-”

Chrysalis opened her mouth to speak but was suddenly overcome by an intense wave of guilt from the alicorn that temporarily shocked the queen.

“But it is difficult. The local guard was beaten, the royal guard were rendered useless and their faith in the crown has been shaken.”

Chrysalis scoffed. “Surely those fools understand why I bested you? Everyone knows of the sun’s power and choose the battlefield carefully.”

The changeling could taste a tiny whiff of respect come from the alicorn, who shook her head. “Unfortunately many do not understand the nature of my power and the devastating consequences of its use. They merely heard of my defeat and wrote me off as somepony that is at best almost as powerful as you or at worst, little more than a regular pony who just happens to live longer.”

“Regardless, that is not why we are here and what I said earlier does not encompass the entirety of the problem.” Celestia gestured to the map laid out before them. “All across Equestria pseudoscientific literature is being passed around, claiming that changelings don't feel emotions or pain, and cannot experience love. In addition, a number of now former guards have taken it upon themselves to restart the witch hunts of old under the guise of the Equestria First Initiative.”

Celestia’s angry gaze lingered on the parchment-colored aide for a moment before turning to Chrysalis with a wary look. “If these problems had come to us one at a time, I would have no trouble dealing with them, but the guards that remain loyal are torn between trying to bring in their former comrades, stopping the distribution of the false documents and quelling general outrage and panic.” The alicorn snorted uncharacteristically. “And that's without even mentioning the nobles.”

Luna frowned and stared down at the map. “Ponies are herd creatures, stampedes may be in our distant past, but the urge to panic is a difficult thing to resist.” Her frown deepened and she gestured towards a few small figurines on the map that had been used to indicate the rogue elements. “These fools are like headless chickens. They will burn themselves out when the panic dies down and they are only ever a true problem when compounded with everything else that is happening.”

Chrysalis chuckled at the odd analogy, though the other ponies in present company didn't seem to enjoy being compared to decapitated poultry. Luna slowly lifted her gaze to the changeling and grimaced, a sudden flood of guilt and remorse flowing from the mare. “I am sorry for my earlier behavior, Chrysalis. If it were a thousand years ago, I would have simply crushed these simpletons,” she brought her hoof down on one of the figures nearest Ponyville, obliterating the tiny stone figure, “and been done with it.” She sighed. “But most have not even committed any crime that would garner more than a slap on the hoof.”

The changeling snorted. “Stow your pity, it tastes terrible.”

The mortal ponies seemed offended at the changeling’s tone but Luna herself seemed more amused than anything. “Noted. What now, sister?”

“We still need to find the leaders of the E.F.I. and bring them in, and quickly. We will declare the changelings extranational entities which would make inciting violence against them equivalent to treason.”

Luna nodded. “That should be more than enough to ferret out the ones who are merely panicked and the ones doing the rabble rousing.”

Chrysalis blinked, the sudden shift of mood was strange and she nearly pinched herself to see if she was dreaming. She had come here without guile, subterfuge or any cards to play save for pity and expected little to happen save to delay the inevitable. But here they were, speaking animatedly of how to save as many changelings as possible. Had she been wrong to enact her backup plan?

She grit her teeth and stowed her sliver of doubt down deep inside herself. No, it was necessary and, if anything, this further enforced her decision. They would need to work harmoniously with the Equestrians if they were going to survive as they were going to be facing a dirge of love for many years due to the loss of secrecy.

The former queen checked a pocket hidden within her ragged cape and sighed in relief when she felt as though the scroll was still securely tucked away. She would deliver it to Celestia when the time came, for now she had to merely hold onto the last bits of her flagging mortality until they secured some sort of agreement and stomped out dissent. Then, and only then would she rest easy.

Celestia eyed the changeling cautiously, noting that she had tuned out from the conversation in order to check something in her cloak. Though she only caught a glimpse of it, the alicorn was intrigued and confused at the glint of a scroll case. She had readied a defensive spell just in case, but it appeared to be a simple scroll bound in a glass case and capped with a green gem of some kind.

After she ensured it was secured, Chrysalis looked up and jumped right back into the conversation as if she had been paying attention the entire time, offering a counter point to one of the surprisingly good suggestions from among Celestia’s aides.

What are you hiding, Chrysalis?


Compared to the passionate discussion occuring deep in Canterlot palace, Rarity’s boutique was deathly silent, with only the sound of sewing machine to break the silence. Together Rarity and Elusive stared down at the offending fabric as it made yet another pass through the machine. Despite the fact that it had not been a particularly difficult pattern, they had spent nearly an hour laboring over the article of clothing and their patience was growing short.

Elusive had been distracted, which only added to Rarity’s lack of patience as she couldn't seem to concentrate on anything while her other half was thinking of something else entirely. The changeling had been silently panicking about her love stores for nearly half an hour, growing increasingly paranoid about just how much love their egg would consume. For despite the massive amount of love the generous mare seemed to produce whenever she took a break for a little ‘me’ time, and the love gathered from Sweetie and her friends, their stores had suffered significantly over the last few days.

The changeling had initially panicked at the realization, wondering if she had done wrong, but after a long time spent thinking, she had come to the conclusion that she had done nothing wrong and their egg simply consumed more love, for whatever reason. The strangeness of the situation arose from the fact that Elusive knew just how much love a royal egg should use and those numbers never fluctuated no matter the generation.

Had Chrysalis made more changes to it before passing it on to her? Obviously she had done something to it, but what? It had to be based on the new role their former queen had in mind for their race, but to what end? Perhaps most confusing of all was the question of where all the love was going and what was it being used for?

The rate of love consumption had been carefully calculated over the many evolutions of the hive queen and the steady consumption of love was intended to produce a near full-formed queen that would emerge from the nurse drone. Within minutes it would be able to cast complicated spells and within hours it would be able to connect with the hive mind and guide the direction of the hive. Her little royal had not grown one iota despite its more rapid consumption and didn't even seem to change.

This was good at first, as it meant it was easier to hide and easier to modify Rarity’s memories to make her think that she was just putting on a little weight. On the other hoof, love had to go somewhere and Elusive didn't know what the egg was using it all for.

Which resulted in their shared mind being distracted and strangely unmotivated, despite Rarity’s intense drive to get her work done in a timely fashion, she couldn't seem to hold her focus long enough to complete this increasingly irritating dress. In the end she huffed in annoyance and shut off the machine, cursing under her breath and dropping the dress where it lay half complete.

Why can't I seem to finish this stupid dress?

Elusive sent gentle waves of calm down their body, causing their stress filled muscles to loosen. I don't know, maybe a break would be in order? Our friends said they were going to meet for lunch today after all.

Rarity wiped a stray strand of sweat from her forehead and looked down at her dress. Her feelings of determination slowly faded as she looked over the garment that still fell below her expectations despite her time spent on it. I suppose you are right, a little refreshment might help me focus.

Rarity got up and turned to the door, only to smirk. You know, usually I would have stubbornly spent the rest of the day on the dress, maybe you aren't such a bad influence after all.

I know, I’m you, remember? Of course I’m not a bad influence. Now let's hurry up and get over there before all the raspberry cheesecake scones are gone. The pair chuckled in shared mirth, their mouth already salivating a little at thought of their favorite treat.

Their pace accelerated slightly and they quickly picked out a white sun hat with violet accents and tied bright teal bow. Rarity had reasoned it was a good choice due to how clear the skies were supposed to be, while Elusive reasoned it matched their coat, but was still bright enough to draw any viewer's attention away from the sudden pudge that had appeared on their midsection a few days ago. Together the pair flipped over the closed sign and stepped proudly outside, basking in the midday sun.

They trotted calmly towards the restaurant, taking their time to reach their destination in order to soak up the pleasant summer day. Elusive however was far more interested in drinking in as many emotions as possible, pulling at every positive emotion she could taste. Passing motherly love from a mare and her filly, romantic love from a pair of ponies gathered around a picnic by the pond and perhaps most delicious was the stray bit of erotic passion that slipped from an almost closed window.

Rarity had blushed at the distant sound of passion coming from the house, but to Elusive it was the most beautiful of music. She had already been optimized to absorb erotic love as her main food, being a deep plant far in enemy territory she hadn't expected to be able to gather much love and in case of emergency picking up a lonely stallion or two could feed her for days. Something she thankfully hadn't had to utilize.

Not like she didn't enjoy pony lovers-, but she had always felt a little guilty about just getting her fill and leaving, despite her queen’s frequent reminders of the act’s necessity. Pushing the memory aside, she finished packing away her newly gathered love, compressing it down into their second stomach just in time to notice the restaurant coming into view.

It was a small, fairly private affair in a more deserted part of town. It opened to one of the many fields around Ponyville and it’s name fit the atmosphere to a T. The sleepy sunflower, it was an odd name for a restaurant but Elusive and Rarity agreed that it was perfect for the small eatery. With all the sitting outside it was only open in summer and the fact that it looked like an old tool shed repurposed into a kitchen was oddly endearing, despite their fears of what kind of sanitary condition it might be in.

Noticing a distinct lack of the usual crowd they slowed their pace and calmly approached the open window. Within seconds a tiny pair of hooves appeared on the other side of the window before the cute face of their young server appeared as well. Her mane was short and curly and had a few stray strands of brown intermixed with the yellow that made up most of her mane.

The filly smiled shyly. “Welcome to the sleepy sunflower, what can i get for you miss?”

Rarity and Elusive couldn't help but daw. They had seen the filly helping her family before but she had never worked up the nerve to take any orders or even approach any patrons before today. Part of them felt a little honored by the filly’s sudden bravery.

“We were hoping for two of your delicious raspberry cheesecake scones and um.” The changeling hybrid tapped her chin and glanced over to the menu. “A medium ice tea.”

“Okay lady!” The filly’s eyes narrowed as she reached out to the pen and paper that lay just beyond the reach of her short legs. Her tiny foreleg extended pitifully but without the wings of pegasus or the horn of a unicorn she simply couldn't reach the writing utensils.

Noticing the filly’s distress Elusive lit her horn. “Here let me help you.” The hybrid pulled the pen and paper closer to the filly who eeped and nearly slipped from her perch.

She quickly pulled the pen and paper over, scribbled something undecipherable all while blushing profusely. “Thank you lady.” She muttered before hopping down and disappearing into the back, silently wondering why the unicorn’s magic had been green.

The pair chuckled, watching the filly go. They smiled as they passed by the pickup window, only for a voice to startle them. “Hey, I saw what you did there. Thanks for helping my little sis out. Here, it's on the house.”

The pair turned towards the voice, noticing a thin, teenage earth pony with light brown fur and deep brown hair extending a small plate with what looked like a piping hot raspberry cheesecake scone. “For me? Why thank you darling. You must commend her on her bravery, she did very well!”

The teenager smiled. “Yeah that's little sunny for ya. Thanks again by the way, I’ll call your number when it’s ready.”

Elusive positively gobbled up the flood of pleasant emotions that flowed from the teenager and by the time her host was beginning to eat her snack, at least one of their stomach’s was already quite full. Despite her full stomach the changeling couldn't help but worry, she needed a steady, reliable source of love, she couldn't bank on some small act of kindness to get her the food she needed.

While Rarity munched on her biscuit and tried not to feel guilty about cheating a little on her diet, which had only started this morning, Elusive was hard at work sifting through the mare’s memory in search of a solution. A partner or mate would be the easiest solution to their problem but after running through the mare’s more recent memories and finding nothing Elusive was about to give up, before a rather odd memory of a certain purple unicorn popped into focus.

It was a small, innocuous memory that Rarity didn't particularly treasure but from it Elusive received the first inkling of a possible solution to her dearth of love. In the memory Rarity and Twilight sat in the crystal castle, the pair sharing tea in the middle of the unicorn’s private library late at night. Rarity hadn't realized it had gotten so late, the conversation simply too fascinating to tear herself away from.

The pair had discovered a topic they both found interesting and they had talked at length about gems and the magic such objects could hold. Rarity wasn't particularly knowledgeable in the field of magic but she did know a lot about gems and after she had seen a dress in the crystal empire that had been fitted with gems capable of making it change color on a whim, well… She had to know more, and who better to talk to than one of her best friends and one of Equestria’s finest scholars?

With only twenty four hours of notice Twilight had accumulated and read nearly every single book on the subject. The sheer veracity of her reading had put off the unicorn and Rarity coldnt help but feel rather bad to have used so much of the unicorn’s valuable time. That sentiment was quickly brushed off by said unicorn who simply announced it was a topic she had been interested in for awhile as well and had been meaning to read up on. Rarity had bought the excuse of course, she trusted the studious mare more than she realized and hardly noticed the librarian shooting her the odd look from time to time.

The rest of the memory was normal at first glance but as Elusive began to sift through it she could feel the subtle flirting and social cues that the unicorn gave off. Though she had not been a part of Rarity when she had made this memory she could still taste the emotions the unicorn had been feeling. Which is not surprising to the changeling, ponies had evolved from pack animals, which necessitated that they become especially empathetic in order to sense the mood of the pack and be able to act instinctively. The changeling could tell the unicorn had a crush on Rarity and though it was difficult to judge how her host thought in return, as she was surprisingly clueless in this regard, Elusive was fairly certain Rarity might be interested. She couldn't be that clueless, right?

With that in mind, the changeling carefully constructed a still image, a single thought that depicted Rarity kissing Twilight. It was simple, easily made and would be easy to explain as a rogue thought, which made it perfect.

Elusive released the thought and instantly began monitoring Rarity’s thoughts and emotions. The last bite of her biscuit tumbled to the table, her mouth hanging open and a blush spreading across her cheeks. Her thoughts were… strange, to say the least. Though it did have that undercurrent of desire, accompanied by the spike of lust Elusive had been hoping for, there was also a spike of shame and guilt that accompanied it.

Why in Equestria did I think of that? Rarity thought, her blush lingering on her face for several seconds after the image faded away.

Hmmm, oh that? Just a random thought I guess. Rarity seemed suspicious for a second before accepting the explanation and tossing the last bite of her scone in her mouth in an attempt to hide her embarrassment.

Elusive would have smiled, though it wasn't the perfect reaction, it was a good one. At the very least she could point the pair towards a more sexual relationship, one that would most likely net her the short term burst of love that she would need to modify their shared body and feed their new queen. Though the negative emotions were a little odd and might doom the relationship, those feelings were buried rather quickly, meaning Rarity herself probably wasn't even aware of them.

A sudden ping drew Elusive’s attention away from her plans and instantly her senses were on high alert. The psychic ping was distant but unmistakable, and with the defeat at Canterlot there was a very real possibility that this may be a rogue changeling or rival hive.

Rarity interpreted the strange sensation as an itch and scratched the back of her head, allowing Elusive to gently turn their head and look around with only a small suggestion. Everything seemed quiet and serene like usual, the typical day in Ponyville save for something odd that stuck out. The teenager from before was outside and was walking towards them, a plate with their order on it balanced in one hoof.

That's odd. Didn't he say he would call when it was up?

Rarity dismissed the thought, reasoning the teenager was just being extra nice to her, something Rarity had grown used to. Elusive however was on high alert, she could sense something was off with the colt but couldn't place it. Her first instinct was to to think this was the rogue changeling she had sensed before but she needed more than a faint mental ping to be sure of her assumption.

The colt smiled warmly and placed the plate of scones and drink on the table before them, his hooves oddly dexterous for a rather lanky, uncoordinated teenage earth pony. “You order, ma’am.”

Rarity smiled back earnestly. “Why thank you.”

Elusive wasn't paying attention to the ensuing small talk, the stallion had emitted a brief burst of hope the moment Rarity had spoken, coupled with an almost immediate burst of despair, and than finally a small sliver of dread. Coupled with the small, barely noticeable facial twitches, Elusive quickly realized this was another rogue changeling, but one that seemed to be loyal to Chrysalis. She needed more interaction to be sure though, all the other changeling had managed to express via code was loyalty and confusion.

“How was the scone? It's a new recipe.” The series of odd facial twitches and the far more subtle bursts of emotion confused Rarity but Elusive was quick to suppress that feeling.

The message was strange, it was an old language, one that was invented mainly to be used by infiltrators forced to speak in front of ponies. It was easily spotted by trained interceptors though and worse yet the changeling needed to use up their own love stores just to communicate. Whoever this other changeling was, they were experienced and old. Her message was just as strange as her method of speech and could be interpreted as either a request for safe passage or a plea for asylum. Either way Elusive couldn't simply knock Rarity out so she further suppressed the unicorn’s perception and quickly took over the job of speaking.

“It was really nice. A little on the dry side for my liking however.” Elusive replied, adding a few small facial twitches and accompanying them with small bursts of seemingly random emotions. She had communicated that she couldn't talk now and requested they speak later.

The stallion nodded. “I will make sure to tell dad to change the recipe a little.” When? The other changeling asked back in code.

Elusive smiled. “Thank you again darling.” Late, was all Elusive could communicate back before slipping Rarity back in control.

The unicorn blinked, watching the stallion turn and leave. “Odd.” She pressed her hoof to the lips, trying to figure out why she felt so strange all of a sudden.

A second later the titular princess of speed herself slid to a landing right next to the unicorn. Kicking up a small cloud of dust that positively ruined Rarity’s mane and ensured that she would have to have a long soak once she was home.

Rainbow Dash waved. “Hey Rares! Oh jeese, sorry about the dust, here lemme help you with that.”

“Wait no don't-!”

But it was too late, the pegasus opened her wings and gave three hard flaps directed squarely at Rarity’s face. Instantly her face was buffeted by wind and the dust was blown out of her mane and fur, along with most of the product she had used this morning and a good chunk of the good cheer she had managed to recover since her frustrating morning.

The unicorn tentatively opened one eye after the hurricane level wind had ceased. Revealing a giggling pegasus pointing a hoof up at her mane. “You look hilarious! How much stuff do you put in your mane?”

The pegasus broke down into a fit of laughter, pounding her hoof against the ground. Rarity rolled her eyes and summoned a mirror with her magic. For several long seconds she simply stared into the mirror, the only thing that moved was her right eye which twitched madly. It was worse than she could have imagined, she had thought her mane would look a little windswept or at least extremely disheveled but that was the least of her worries.

Her mane had been blown completely backwards by the galeforce winds Rainbow had produced. Than when the wind had dissipated her mane hadn't gotten the message apparently and decided to stay there. The combination of the products she used, the dust and the wind had made her look like some sort of cartoon character that had just walked out of a wind tunnel.

The mirror crack'd and Rainbow Dash’s laughter slowly died. “You uh, alright there Rares?”

Why that rotten, no good feather brained halfwit! She would have felt absolutely dreadful about saying such things aloud but thinking them granted at least a little relief from the anger burning inside her. It took almost an hour to style my mane and now it's ruined!

Elusive was shocked and confused by the sheer intensity of the anger boiling within them, which threatened to corrupt their love stores. Calm down it's just our mane, we can-

JUST OUR MANE? It is completely ruined! What in Equestria are we going to do? The rest of my friends are going to be showing up soon and I refuse to be seen like this! It's simply atrocious!

I was going to say we can just use a quick spell to help, if you would have let me finish! Elusive mentally yelled back.

Back in the real world Rainbow Dash peeked over the side of the mirror. “Hey, you alright in there? Equestria to Rarity.”

The conjoined beings completely ignored the prismatic mare, too locked in their argument. I do not know such a spell and even if I did it couldn't help, my mane is a disaster!

Elusive rolled her non existent eyes and was tempted to dismiss this entire ridiculous argument but the fact that her host was still angry and panicky about it meant she had to do something, and quickly. A quick edit of her memories later and Rarity suddenly remembered a spell that did just that, however it wasn't complete enough of a memory to do the spell properly. So thinking quickly, Elusive subtly repressed Rarity’s mind and cast a quick shape shifting spell over her mane.

In a flash of green the face looking back at the pair was now topped by Rarity’s signature mane style. Clean, neat and perfectly coiffed as if she had just come from the salon. Rarity blinked and turned the mirror a few different directions before sighing in relief. She didn't know where she learned such a spell but with the voices help suddenly it was there as if she learned it only yesterday. Perhaps she had been too hasty in dismissing her other’s help…

Your welcome by the way.

Rarity rolled her eyes and teleported the mirror back to her boutique. Leaving a rather stunned looking pegasus looking at her. “That was quick. I thought you were gonna yell at me or something.”

Rarity sighed. “It’s nothing darling. You really should slow down though.” She held up a hoof, stopping the response she knew was coming. “At least when your coming in for a landing. Imagine if I had been eating soup or if my ice tea didn't have a lid.”

The pegasus rubbed the back of her neck awkwardly. “Yeah I guess your right, I wouldn't want to have to buy you another soup or whatever.”

“Yes well, just don't do it again.” She took a long sip from her ice tea, watching as the prismatic pony pulled up a hay bale chair and plunked down. “Are you not ordering anything?”

“Nah, I grabbed a bite before work this morning and I ain't hungry.” The mare replied flippantly.

Rarity had never seen or heard of the prismatic pony ever skipping a meal in the entire time they knew each other. Instantly a gossip light flicked on in Rarity’s head and she leaned close to her friend, a devilish smile on her face. Her keen eye noticed that Rainbow Dash was covering her midsection more than usual and she sat so close to the table no one would be able to see her stomach.

“What?” Rainbow asked nervously, shuffling in her seat slightly.

“Oh nothing.” Rarity said with a smile.

The lunch continued relatively normally, with Rarity subtly needling more and more information from the pegasus until she was ninety percent sure that her friend had put on a little weight and was evidently paranoid about it. Meanwhile Elusive was in awe, how exactly did a pony know such information gathering techniques? The changeling had only heard of using such subtly to her advantage on her last year of training and that had been one of the harder courses to master.

And yet this simple pony had managed to weasel out nearly all of her friend’s secrets without Rainbow Dash even knowing she had given Rarity the answers she sought. Had she really learned all that just from her desire to gossip? Either way Elusive was impressed and was assured once more that she had chosen the right host.

Eventually Applejack had joined them after ordering a large ice tea and a daisy sandwich. Fluttershy and Pinkie Pie had arrived together a few minutes later, talking amicably about animal crackers of all things.

With friendly love and appreciation flowing into her, Elusive breathed a sigh of relief. Her problems were not solved in their entirety but she was at least satisfied for now. Even than, with a belly nearly full of emotion she couldn't help but worry. This was nice but it wouldn't go nearly as far as directed, romantic love would, or even lust for that matter.

It was worrying but Elusive knew she could make it last long enough to get what she wanted, Twilight was awkward and naive while Rarity was beautiful and more importantly, easily manipulated. It wouldn't be easy to convince her host but it would be well worth the effort, though the changeling was loathe to make anymore modifications to Rarity’s mind on the off chance she did something wrong.

As if on cue the unicorn appeared in a flash a few feet away and quickly made her way over to her friends. Elusive couldn't help but recoil slightly from the mare’s presence. A changeling was well adept at detecting emotions that much was well known but they could also sense a being’s natural magical ability and this simple librarian was positively thrumming with power. She tried to push such thoughts away, but the fact that the pony before her could wipe her from existence with merely a thought was a disturbing one.

In the end she was forced to immerse herself in Rarity’s memories of the lavender unicorn in an attempt to ignore her own discomfort. Memories of all the adventures they had been on, the hardships they had gone through and the friendship they shared eased Elusive’s worries and allowed Rarity to interact without feeling an odd sense of distraction.

“Ahh, Twilight. So good of you to join us darling.” Rarity said with a smile.

A chorus of similar greetings from the rest of her friends met the approaching unicorn. “Hey girls, Rarity. I’m so glad you could make it. I thought for sure you would be caught up in one of your orders.”

Elusive could taste the faint wisps of attraction and puppy love and urged her partner to respond with a compliment. Rarity didn't see the harm in such a thing and obliged. “Of course, I wouldn't want to miss a chance to enjoy some time with my best friends.”

The small flood of positive emotions from the rest of her friends was nice but Elusive was focusing all her attention on the bookish unicorn now sitting across from her. Paying special attention to the emotions she emitted, which was for the most part simply platonic love. Still, Elusive knew Rarity’s method of flirting and though she feared it was a little too subtle for the naive unicorn it was the correct choice while they were still in the company of Rarity’s friends.

As they talked about their day and remarked about the great weather they were having Elusive focused on analyzing the lavender mare and to a lesser extent the rest of Rarity’s friends and all but ignoring the conversation. Which flowed easily from one topic to the next, discussing what they had done recently, their plans for the weekend, etc. As they talked Elusive became aware of a few things that struck her as odd.

First, Fluttershy and Pinkie smelled a lot like eachother, like a lot, a lot.This on it’s own wasn't significant but the way they had chosen a spot beside each other and sat a little closer than what is normally comfortable, told Elusive all she needed to know. Secondly, and far more importantly she had discovered what had been bugging her about Twilight during their entire conversation.

There was a small indentation in the fur around her neck, as if she had worn something tight around for an extended period of time but had tried to brush it in an effort to make the fur return to normal. Again, this on it's own wouldn't be significant but Elusive had pulled Rarity’s gaze towards Twilight’s neck, remarking to her partner about something that seemed off. The second Twilight noticed her friend’s gaze a sliver of panic shot through her and she reached up to the section of fur only to relax when she touched nothing.

It seemed as though Rarity wasn't the only deviant in their group, was it a collar? Bondage perhaps? Elusive’s mind whirled with possibilities though she quickly pushed them aside for now. She would have time for such thoughts later, for now she needed to keep close attention to any other clues that she might be able to use to her advantage.

“Hey, Twi. Did you happen to hear about that kerfuffle up in Canterlot?” Applejack asked, leaning in a little closer and speaking in a low tone.

“Kerfuffle?” Twilight asked quizzically.

“I heard through the grapevine that some changelings showed up in Canterlot.” She smirked. “Talking about some kind of surrender or something.”

Rainbow Dash snorted dismissively. “Why would the princesses bother with that? We beat them so bad the first time I bet we could just kick em out for good.”

Elusive felt her blood begin to boil and it took all her will power not to lash out at the pegasus. Somepony beat her to the punch however, somepony Elusive would have never expected to come to her aid.

“Rainbow Dash! That's not very nice. They were just getting food. Would you hurt a bunny just because it was eating your garden?” Fluttershy scolded.

The prismatic pegasus shrunk slightly. “I guess not.” She shook her head vigorously. “That's not the same thing though! Those jerks tried to take over the whole world.

“But it's not like they hurt anypony.” Pinkie Pie added. “Even if they were being total meanies about it.”

Applejack clopped her hoof on the table. “I think my hearing is going cus I thought I heard one of my best friends defending those lying, no good monsters!”

Twilight lit her horn and slammed Applejack’s muzzle shut. “That's enough, let's all take a breath and relax okay?”

The other mares nodded in agreement and Twilight’s horn dulled once more, leaving the farmer to shoot a quick glare at the unicorn before rubbing her muzzle. Rarity had remained silent for the short back and forth, confused by the strange set of churning emotions that flowed through her.

After a few seconds of silence, Twilight nodded and leaned in close, prompting her friends to do the same. “Do you promise to keep this a secret?” Pinkie’s eyes went wide. “Not a pinkie promise, just swear tell anyone okay?”

The other mares all nodded while Elusive became more and more confused. What was this pony getting at? What did she know? Perhaps she had been privy to secret discussions due to her status as Celestia’s student? She urged Rarity to nod and move a little closer in order to ensure they didn't miss anything.

“Alright.” Twilight sighed. “The changelings are surrendering to us and Celestia has informed me that an agreement has been reached but talks will continue for awhile. The princess feels as though Chrysalis isn't telling her everything and she wants to find out what that is before they sign on the dotted line so to speak.”

Rainbow’s eyes narrowed and she glanced at her friends. “Do you think they are going to try something like the wedding again?”

Elusive bristled but kept her emotions to herself. Despite her misgivings about the necessity of the canterlot wedding operation, it had been a resounding success until the ponies pulled a trump card out of nowhere and undid all their work.

Twilight shook her head. “Celestia doesn't know for sure but the new detection spells haven’t found any infiltrators.

Applejack rolled her eyes. “I wouldn't put it past those varmints to wave the white flag only to try and strangle ya with it. The sooner we kick em back into whatever hole they crawled out of the better.”

Rarity sighed. “They were beaten rather badly the last time, don't you think Celestia is being a little paranoid?”

Twilight shrugged. “Celestia mentioned it might be nothing more than a feeling but-” She glanced to her left, noticing the approaching forms of another group of ponies. “Don't tell this to anypony got it?”

The mares all nodded back, muttering promises not to tell a soul. By the time a group of chatting, middle aged mares walked past the six friends their conversation had already shifted onto more mundane topics. Elusive could still feel anger and hate it was mixed with pity, and a small bit of shame.

On the one hoof it was nice to know that she may have potential allies in the shape of Pinkie Pie and Fluttershy but she had been shocked by just how strongly Applejack felt about her race. Which was understandable when she thought about it, you couldn't be the element of honesty without valuing honesty and changelings were anything but. If her existence ever came to light she would have to deal with the earth pony, one way or another.

No matter how much thought and planning went into her little operation she knew her cover wouldn't last forever. When her existence was finally revealed she would need strong allies and a willing host if she was going to have a hope of fulfilling her late queen’s commands and integrating fully with the ponies. It would be a difficult sell but perhaps with over half the elements of harmony on her side she would be able to convince others?

Her thought trailed off as her mind wandered with potential backup plans like retreating to a safe house far away or perhaps constructing a new hive beneath the boutique. Those plans all had elements of danger however and she prayed to the first mother that they wouldn't be necessary. Still, she made a note of putting a few back up plans in place, just in case.

Eventually their conversation slowed and the group decided to disperse, exchanging promises to meet back up in a few days and do something a little more exciting than just lunch. Elusive didn't care about the details as she could easily pick Rarity’s brain for what she missed, she had more important things on her mind rather than whether Rarity’s friends wanted to go bowling or see a movie.

Namely a plan that might cure her little love issue, along with helping to set up the foundations for the future hybrid hive. The changeling parasite was certain by the end of their little meal that both Pinkie Pie and Fluttershy pitied the changelings and would help if asked and with the discovery of Twilight’s less than hidden fetish and crush on Rarity it wouldn't be long before the changeling found herself surrounded by hybrid allies that would be more than willing to aid in her mission.

Rarity felt an oddly twisted smile spread across her face along with a surge of foriegn thoughts centered around several of her friends. A sliver of worry wormed into her mind and she couldn't help but wonder why she had been thinking such strange thoughts.

Elusive was quick to remove her worry, replaced it with a reminder of all the orders she had due. The mare gasped and picked up the pace, trotting the rest of the way back to her boutique, completely oblivious to the worries that had plagued her a moment before.


Normally the prim and proper mare was not so easily worked into a tizzy, she knew how much work she could do and she was an expert at budgeting her time, Rarity was after all a business owner. Despite the fact that her orders were neither pressing nor difficult, she found herself working at a near manic intensity after returning home from lunch with her friends.

Her hooves and magic flew from one task to another as she cranked out dress after dress at a breakneck pace. She didn't know why she was working so hard or so fast but everytime she thought about it she found her hooves moving on their own, eagerly grabbing the next sheet of fabric or turning the sewing machine back on. In the end she simply gave up, allowing herself to fall into the flow of work and reasoning that she was merely wanting to get ahead of her orders for a change.

Which wasn't entirely untrue.

Elusive didn't find it difficult to set the mare’s pace higher than usual and she was remarkably easy to coerce into working faster despite not having a pressing reason to do just that. She didn't seem overly concerned as to why and the weak excuses Elusive employed were eagerly gobbled up. Merely reasoning that she should follow her muse, no matter where that took her.

The changeling didn't care much for the bits, but a bulk of orders going out early would net them a lot of extra emotion. Even though it wasn't romantic love it was still directed towards them which made it far more potent. Next it enabled them to keep their schedule relatively clear, something Elusive knew would be important as they would need time to set up their new hive and induct new members while they seduced the powerful unicorn. Lastly it was also important that Elusive knocked Rarity out early in order to use her body to meet with her surprise visitor from earlier.

It would prove difficult to puppet a body that was mostly asleep but it also made things dramatically easier in a different regard as it meant she didn't have to fight for control or modify Rarity’s memory, both of which would cost her precious love. Which she thankfully did not have to stock up on as the gathered emotion from Rarity’s friends had been enough to tide the changeling over for now. Even with her reserves being relatively full, Elusive could still feel them begin to dwindle by the end of the day.

Clearly the new queen was more hungry than it had any right to be and Elusive worried that she may have been too hasty in her decision to take it into their body without first establishing a stockpile of love. If she ran out now she may hamper the queen’s development which was not something the changeling wanted to even think about. Elusive once again pushed her worries from her mind, she had far more important things to think of and right now Rarity was struggling with a rather complex pattern, obviously unused to having half her mind suddenly wander off without her.

Reluctantly the parasite lent her mental faculties to the mare’s efforts, drawing a relieved sigh from her counterpart. Time seemed to slip through their hooves and Elusive couldn't help but feel as though she was beginning to enjoy the work. She wasn't sure if that was some sort of bleed over from Rarity’s love of the craft or a genuine hidden desire of hers but either way she allowed herself to indulge in the pleasant feeling. If they were stuck together forever Elusive would have to get used to what Rarity liked to do anyway, right?

By the end of the day they had finished almost an entire week’s worth of work in the span of an afternoon. Their dual focus allowing them to multitask at an unprecedented rate, easily weaving together complicated patterns, and working with a level of coordination that would baffle anypony who saw them work.

Rarity had been so focused on her work that she never thought to question how she had accomplished so much so quickly. Nor did she notice when her horn briefly glowed green as Elusive used her own telekinesis to weave a pattern too complex for Rarity to accomplish on her own. Merely passing off her renewed focus as a potential upside to the voice in her head without thinking any deeper on the subject.

Which suited Elusive perfectly as avoiding any potential questions made everything easier. By the end of the evening they were left weary but satisfied, Elusive’s plans would prove easy to complete now and she looked forward to the flood of positive emotions she would receive when she told Rarity’s customers about their order being ready early. While Rarity was just thrilled at having completed her orders early as that opened up more time for her own projects and hobbies, unaware of her partner’s ulterior motives.

So caught up in plans and ideas that the pair weren't even paying attention to where they were going and their hoof caught the edge of a stair. The pair nearly tripped up the stairs only for something to catch them and deposit them at the top of the stairs. The mare blinked and looked around, wondering what happened.

I caught us, try not to trip again, okay? Elusive thought.

“Oh, right. Of course.” Rarity replied.

Putting the strange thought from her mind Rarity trotted into her room and firmly closed and locked the door behind her. She was far too tired for the usual after work soak in the tub and instead opted for a simple shower before bed.

Her hoof lingered at the door to her personal bathroom only for a strang compulsion to overtake her and drive her to the bathroom she shared with Sweetie Belle. The filly had long since gone to bed after an exhausting afternoon spent playing with her friends.

After a short shower the pair slipped under their covers and snuggled into their bed, a content smile crossing their face. Their day had been quite productive, plus she had been able to see her friends which was always a bonus. She was content, happy and even though a mild hunger gnawed at her, she was able to put it out of her mind and fall into a deep dreamless sleep.

Elusive hung back, hanging on to consciousness while waiting for her host to fall completely asleep. Only to discover just how strange it was to remain alert and awake while her other half was fast asleep. Her body fell limp and heavy but her mind remained awake and alert, or as alert as one might be when half their brain is no longer helping to move one’s limbs.

As such it took awhile for the changeling parasite to wrangle their partially responsive body into a standing position. She had work to do and a changeling to meet and with a little persistence she pushed past the difficulty and managed to drag their body into their attached bathroom. Undoing the magical lock and pushing past the mental compulsion she had placed in their mind.

The small ensuite bathroom had changed considerably since the first time Elusive had stepped inside. The chrysalis in their bathtub was now fully complete and could hold a full grown alicorn if necessary. The entire thing sat in a small pool of bubbling pink liquid that nearly reached the lip of the tub. Lowering herself slowly, Elusive guided their body down and drank deep of the potent love, only stopping when she felt her enhanced reserves fill completely.

By the time that happened the liquid had lowered significantly and Elusive couldn't help but frown at the sight. If she stopped gathering love she may survive for a day or two on her supplies but in order to last any longer she was going to need to ration carefully. All the more reason to seduce a mate, and soon.

She would also have to waterproof the area around the bathtub in order to increase the size of her love storage or perhaps knock out the tub entirely, either way that would come later. For now, one of her stomachs was full and she had to get down stairs in order to be ready for her contact. She slowly stumbled her way over to the top of the stairs, her droopy, half open eyes looking down at the dark hallway. Thankfully the changeling’s enhanced vision made it easy to navigate solely by moonlight.

Slowly, deliberately, the changeling maneuvered her host’s clumsy hooves down the stairs one at a time, taking nearly ten minutes to get down the flight of stairs without tripping. With only a few steps left Elusive grumbled silently, wishing she still had her wings, which would have made everything easier even with her host currently being asleep. As she took another step down her attention shifted and she was blasted by a sudden wave of hope than fear that originated from the front door.

So intense was the sudden wave of emotions that her clumsy hoof nearly slipped down the stairs. The changeling managed to catch it at the last second though and for a moment, Elusive stood silently, paranoid about her host waking up, only for a sudden snore to pass their lips. Shaking her head slightly the changeling trundled forward, slowly making her way to the door.

The blast of emotion was clear and directed, whoever was out there knew enough about changeligns to emulate their usual codes, meaning it was most likely the rogue from earlier. Elusive was reluctant to contact the changeling as it meant another element in an increasingly growing convoluted plan but the potential of having an ally far outweighed any potential unforeseen circumstances. In the end she knew she needed help in order to bring Chrysalis’ plan to fruition and as the bearer of their queen she had a sliver of her former queen’s authority.

As she neared the door she fired off several short bursts of targeted emotion, trying her best to rely the fact that it was safe here. She wasn't sure if her message was received but she had no time to worry about that as she had reached the door and clumsily began undoing the lock with her limp hooves. A short struggle later and the latch was released, allowing the being on the other side of the door to push it open slightly and peer inside.

Thin brown hooves pushed the door open enough to reveal the teenage pony from earlier save for his eyes being replaced by the teal orbs of a changeling drone.. When Elusive’s droopy, half open eyes met the other changelings she was met with a wave of concern, and more than a little confusion. “Did you…? You did. Huh. Impressive.” The other changeling remarked, eying Elusive up and down.

Elusive wanted to roll her eyes or say something but she feared that such an act may wake up her partner, which was not something she could afford. Instead she simply stood and waited for the changeling to re-apply the disguise over his eyes, no longer needing to signal his good intentions.

“Is it really safe to talk here?” The changeling asked, casting a glance over his shoulder.

Elusive nodded, drawing a sigh from the other changeling.

“Right, I should get on with the report.” He cast a quick glance in both directions before leaning forward. “Chrysalis’ deterioration is increasing, at this rate she may well fall apart before an agreement has been reached. She passed along word that we shouldn't worry but…” he sighed.

Elusive sighed as well, trying her best to display her sadness with the limited muscle control she had.

“Yeah.. anyway, she ordered whoever was still loyal to come here and organize under you.” Elusive’s droopy eyes opened wider than she thought possible, leaving the other changeling scrambling. “Don't worry! There aren't many of us left, most died or defected and the few not mad, dead or deserted number less than twenty and with the security being what it is…”

He shook his head vigorously, Elusive could feel the despair emanating him from him like a choking mist. She leaned a little closer and brushed their noses together, drawing him from his misery and making a blush spread across his face. “Thanks reagent, I just had one last question before I left...”

He shuffled awkwardly, and Elusive suddenly realized just how young this changeling was. How he had come to master the old code speak was as impressive to say the least, obviously this was a. He was small, scrawny and barely larger than a nurse and couldn't be more than a few months old. Sure his pony disguise looked like that of an adult but Elusive had been a master infiltrator and could see right through the young changeling’s disguise. She sighed, sending a small mote of love towards the changeling, hoping it would encourage him.

The nameless ling perked up, eagerly feeding on the offered love with a ravenous hunger that did not surprise the wizened Infiltrator, he was clearly starving and must have used copious amount of emotion just to reply in code.

“Thank you Rar- I mean reagent, I was just wondering if we should stick with the que- er Chrysalis’ plan. Integrating with the ponies sounds… unpleasant.” He winced, looking down and awkwardly rubbing his foreleg. “Sorry, I’m still getting used to… everything”

The irony of a changeling not being used to change was not lost on Elusive and she would have chuckled if she had enough control to do so. Rather she simply smiled awkwardly and nodded, the male seemed unconvinced however and without the ability to simply tell him why she was so confident she angled her horn down and did the one thing she knew would give him confidence.

Love flowed like an endless waterfall into the malnourished changeling, satiating his hunger and than some. His eyes flickered and his disguise failed for a split second, so overwhelmed by the powerful love. It was pure, undiluted and though it was not intended for him it was easily the most potent love he had ever tasted in his short life. His knees buckled and he struggled to stay standing as his breath grew ragged.

He could feel the hole that lay deep inside every changeling grow a little less dark, a little less deep and the clawing hunger that had stung him since birth receded for the very first time. His body could not take the sudden changes however and he collapsed at Elusive’s hooves, so overwhelmed was he by the sudden influx of love. How was this possible? This was more love than the meager rations he had grown up on his entire life.

He struggled to look up at his savior, the gentle moonlight illuminating every feature of the mare’s face and the changeling couldn't help but wonder if he had died and this goddess was the first mother Chrysalis always spoke of. Slowly the love petered off and he felt his strength return once more.

He got to his hooves once more, his disguise thankfully remaining intact through the strange and powerful experience. In that moment he understood, truly understood, why his former queen and his current reagent believed in this plan. The shadows had sustained them but now, they could finally live. Changelings had no art, no creativity, no cuisine, culture or anything that could be truly described as their own. The shadows provided and consumed in equal measure, giving them a home but stripping them of everything that made them feel alive.

But now, now he could go without gathering for weeks and he knew, this was what Chrysalis had hoped for. A world in which changelings could live free for the first time in their entire lives they could be free of hunger, fear and persecution.

He nodded once to the hybrid, a tear running down his face and without another word said he turned and left, disappearing into the night. For a moment Elusive lingered, wondering if it was such a good idea to give up her precious love but the unbridled expression of joy on the other changeling’s face had been well worth it. She would have chuckled if she could, her first truly generous act of her life and it was only after she had been bonded to the element bearer of the same virtue.

Perhaps these ponies were rubbing off on her already…

A thought for another time she reasoned, hardly noticing the blush that colored her cheeks. After stumbling back up the stairs she stopped in front of Sweetie Belle’s door, chastising herself for not having checked before she had gone to meet the rogue changeling.

With her ear pressed firmly against the door, Elusive heard the slow rhythmic breathing of her partner’s sister. The filly sure sounded asleep but she didn't have full access to their body’s hearing which made things difficult. She sensed calm from within but this sense was also dulled and didn't give her the more detailed information that it normally would.

Giving up, the changeling piloted their body back to bed, somehow managing to close and lock the door behind her before tumbling into bed and shuffling under the covers. In the silence her thoughts returned and she couldn't help but wonder if Rarity would end up changing her as much as the changeling had her. Would that really be so bad though?

The ponies were peaceful, trusting and above all, loving. It seemed only natural she would become more like them. Elusive made a note to keep an eye on this change for now, in time she could allow herself to become more like them but for now the changeling species was still in danger and she would not allow her wit to grow dull.

With a firm reminder to stay vigilant in the face of potential danger, the changeling checked her love reserves and after finding them full enough for the night, she allowed herself to fall fully into the realm of slumber. Their body now in harmony, Rarity/Elusive fell into a deep, powerful sleep filled to the brim with dreams of flight and freedom.


Outside their room, down the hall inside the other bedroom, Sweetie Belle was far less relaxed than her sister. She had heard her Rarity fumble with the door of her own room before stumbling down the stairs, she hadn't thought much of it at first. Her sister was an adult and if she wanted to get up at weird hours for snacks or whatever that was her business, even if she was a little jealous of that fact. When she heard her nearly trip at the bottom of the stairs Sweetie had grown worried. Was she sleep walking or something?

Her childlike curiosity pulled her from her bed and down the stairs, an air of suspense hanging thick in the house, choking back her desire to call out to her sister and urging her to remain hidden. With her vision reduced to mere feet and her eyes unable to pierce the gloom she crawled slowly through the halls, looking for her sister while her mind tried it's best to scare her to death with thoughts of all the terrible things that may be lurking just beyond her sight.

Finally she found her sister at the front door, and just as she was about to call out to her, Sweetie saw a second shape. She tried to get closer to see who it was or to hear what was said but the other shape suddenly collapsed and Sweetie had to cover her mouth with her hoof in order to hold back a gasp.

She dared not move any closer in fear of being discovered but after a few seconds the shape stood back up, the lingering fatigue and weakness that clung to him now gone. Than he simply nodded and left without saying anything.

What the hay is going on Rarity? Sweetie wanted to ask but the way her sister just stood there, looking out into the night disturbed her greatly and the filly couldn't help but feel as though the creature at the door was not her sister.

Before she even understood what was happening she found herself slinking backwards, away from whatever was at the door. It looked like Rarity, even smelled like Rarity, her perfume still poignant despite her brief shower. Despite all that Sweetie couldn't help but feel as though this… thing, was not Rarity and the filly slipped silently into the darkness, making haste for the safety of her bed.

Somehow she made her way back upstairs without tripping and having hardly made a sound, despite what her panicked imagination dreamed up. With her door closed firmly, she lay in her bed, forcing her panicked breath to slow into a more normal cadence. A few seconds later heard the thing that looked like her sister begin to walk up the stairs, eventually making it up into the hall and finally stopping in front of her door.

She pushed down her fear and focused on her breathing, telling herself to be calm and trying to convince herself it was all her imagination. Tomorrow she would wake up, Rarity would be making breakfast and everything would be exactly the same as it had always been.

It wasn't long before she heard the soft clip clop of her sister’s hooves as they receded back into her room and with a long sigh of relief Sweetie sprawled out in her bed.

“What the hay was all that?” She asked the empty room.

Eventually the filly fell asleep, and contrary to Rarity and Elusive’s peaceful dreams, Sweetie’s slumber was beset by nightmares. Nightmares of the creature in Rarity’s skin chasing her relentlessly, wanting nothing more than to steal the flesh from her bones.


The next day was the same as every other, Rarity/Elusive made breakfast like usual with the changeling taking over the majority of the cooking as Rarity didn't seem to have the knack for it. Neither complained, Rarity having grown used to the voice offering tips and advice she hadn't thought she knew. Elusive always brushed it off with a fake memory or excuse, which Rarity realized sounded logical but never really answered her question, rather than press the issue she merely shrugged. She was just happy she wouldn't have to order in so much.

As Rarity hummed a small song to herself Sweetie sat anxiously at the breakfast table, unable to tear her eyes from her sister. The instant she had finally pulled herself from her restless sleep she had been intent on asking Rarity what had happened the previous night but dark thoughts plagued her mind and doubt began to plague her.

What if that truly wasn't Rarity and was indeed some kind of monster, would that mean that the mare before her was that same monster from last night? What if the stallion at the door had been mind controlling her or something?

She gasped, drawing the confused gaze of her sister. “Is something wrong Sweetie?”

“N-no Rarity, I just uh… realized I had some homework I have due tomorrow.” She lied.

Rarity fixed her sister with a frown. “Now Sweetie, it's not a good idea to leave things until the last minute. I would be more than happy to help you tonight if you need it.”

Sweetie shook her head. “It's fine, I was gonna work on it with the crusaders later.”

Elusive knew the filly was lying and that doubt bled over to Rarity who in turn eyed the filly with concern. Ultimately the pair merely shrugged their shoulders and turned back to the omelette they were making. Rarity knew she was being lied to be she also knew that if it was serious, her sister would come to her for help.

The pair sprinkled the omelette with a fine blend of spices before adding a little more cheese and grinning at their nearly perfect creation. All while unaware of the truth depth of the turmoil circulating within Sweetie Belle’s mind.

Her mind was awash with worry, fear and confusion and the filly couldn't help but freeze, unable to think of a solution. If her sister had been mind controlled by some monster than approaching her about it wouldn't help as she likely wouldn't remember ever getting up. But if she found this mysterious stallion… A light bulb flickered in her head and she jumped up in her seat.

“Rarity can I go hang out with my friends now? Please?”

Rarity sighed. “Your omelette is almost ready than you can go.”

“But i'm not hungry.” She whined. “Can I please go? Apple bloom was going to pack a picnic for lunch and I promise to be back in time for supper!”

Rarity frowned but ultimately even her hardened exterior was no match for the weapons grade cute being leveled at her. Sweetie had broken out the puppy dog eyes, pouty lip and even the small, single tear.

“Well alright but you three better be doing this mysterious assignment of yours. Anymore late homework and-”

“I’m going to have to go to summer school, sheesh I know, I know.” Sweetie rolled her eyes and hopped down from her seat.

Rarity chuckled as she watched the filly scamper out of the boutique after grabbing her cape. The omelette. “Oh!”

With one omelette saved she quickly deposited it into Sweetie’s plate only to turn and realize that she had prepared enough food to feed at least three ponies. As if on cue her stomach rumbled and though a part of her reminded her of her waistline, a more convincing voice asked the simple question.

Were hungry and if we don't eat it, it's going to go to waste. Why not indulge a little?

Rarity shrugged, eagerly adding another mass of eggs to the skillet and grabbing a generous helping of cheese and vegetables. She could enjoy herself a little right? It was just eggs and vegetables after all. Oh and a nice tall glass of chocolate milk, along with one of her favorite double chocolate cookies for dessert.

Oh this is going to be perfect! Rarity couldn't help but think.


The rest of the day passed without incident, Rarity and Elusive called the ponies who had placed an order, received payment in the form of bits and love and quit early after working on a passion project of Rarity’s and helping a few customers. In the end Elusive found it easy to convince her host to turn in early after their productive day.

While waiting for Sweetie to return for supper Rarity flipped through a few fashion magazines she had nearly forgotten about. She had originally wanted to finish a romance novel she had been saving while enjoying a bottle of wine while soaking in the tub but the voice argued against that, claiming they should save that for a day they were really stressed.

The mare begrudgingly agreed, despite their hectic day yesterday they had woken up rested and rejuvenated, ready for their day and without a care in the world. Rarity had to admit that the voice was right and saving the last juicy bits of the novel and that one really nice syrah really did sound like something best saved for a stressful day.

She put the magazine down and placed a bookmark in her spot, the designs featured in this month’s issue were drab in the extreme and reading some hotshot designer drone on and on about how earthy colors were in this season was beginning to dragon on Rarity’s nerves. Really, earth tones were in? Yes it was summer but really? Brown was the color of choice? She cast the magazine aside and started work on dinner.

Sweetie belle eventually showed up a few minutes before their supper of vegetable chili was ready, sprinting in the door just as Rarity had begun to set the table. Rarity wasn't a big fan of the chili but it always was one of Sweetie’s favorites and judging from the scowl that marred her sister’s face Sweetie would need the pick me up.

“Something wrong Sweetie Belle?” Rarity asked, using her sickly sweet, motherly tone.

“Just finished the, homework is all. It was really boring.” Before Rarity could ask a follow up question, the filly had jumped into her spot by the table and leaned over the over the pot. “Is that chili?”

“Why yes it is, I hope you like it. I changed up the recipe a little bit but I think you will just love the additions.” Rarity gushed, dolloping out a heaping portion to the filly.

Who in turn cautiously prodded the chili, all too familiar with the consequences of Rarity going off recipe. She leaned in and sniffed it while watching the chili closely, as if it was going to jump up and bite her at any moment.

Rarity rolled her eyes and sighed. “It's good, try it.” The mare gave herself a rather generous portion before plunking down across from the filly and digging in.

When the chili did not grow teeth and bite her Sweetie cautiously grabbed her spoon and dug in. As the pair ate silently, Rarity couldn't help but worry about what was happening with Sweetie Belle, usually they didn't lie to each other like this. The mare was sure Sweetie wasn't hiding anything terrible per say but they had always had this unspoken rule where they didn't lie to each other for long and the fact that her sister stuck to her story begun to worry the unicorn.

In the end Rarity managed to pluck up the nerve to ask, clearing her throat and setting her spoon aside. “Sweetie darling, is their something wrong? Did something happen at school the other day?”

“It's nothing, really.”

“Are you sure you don't want to talk about it?”

“It's. Nothing.” The filly hopped off her chair and took off.

“Wait, Sweetie!” Rarity sighed, listening to her sister’s hooves as she ran up the stairs. “Maybe a little more space would help.”

Rarity wanted nothing more than to run up those stairs and hug her sister but she was a growing filly and as much as it pained her, Rarity respected that sometimes ponies needed a little more space. The rest of the evening crawled by at a snail’s pace with Rarity doodling a few ideas while Elusive considered the problem of Rarity’s wayward sibling. The changeling was no expert in pony relationships but she did have her natural empathy on her side. In the end all the changeling was sure of was that something was bothering her and and though she may be a little moody, she couldn't resist the eclairs from sugarcube corner.

With a plan in mind the mare drifted off to sleep, followed closely by her other half who remained conscious long enough to double check the locks and fill up on love from their reserves. With that done she too fell into the peaceful land of dreams, content that one of her sources of love would be returning to her.

Sweetie Belle on the other hand lay awake in her bed, a chair propped under her door despite the fact it was already locked. Her mind was an a buzz with the happenings of her day, from the moment she met up with her friends. To convincing them to help and than to the fateful moment where they finally managed to track down the strange stallion she had seen the night before. Her friends had chased the strange pony into the library before he disappeared seemingly out of nowhere.

“I’ll save you Rarity. I promise.”


Another day of relative boredom, Elusive thought reluctantly while merely sitting back and watching as Rarity hummed a small tune and doodled some more designs. It seemed like yet another regular day, one in which Elusive’s partner went on with her life while the changeling sat back and watched, observing her routine and mannerisms and busying herself with either helping or learning what she could about the generous mare.

Her love reserves had dwindled more than she had accounted before, between her unexpected bit of generosity with her fellow changeling and the slight decline in familial love coming from Sweetie Belle, she was beginning to worry. She could last another day or two without having to really start rationing but she didn't want to risk such an act incase it had an adverse effect on the still growing queen. She wasn't sure why Rarity’s sister had been less loving but she also seemed stressed, so much so that the eclairs they brought her didn't even illicit a smile. In the end the changeling merely shrugged off the change, trusting in Rarity’s assumption that it probably wasn't a big deal.

By late afternoon Rarity had grown bored with the small amount of work she still had left to do to the point that she had grown lazy and peckish, eating far more snacks than usual. Elusive wondered if the mare was picking up on her own hunger and was perhaps subconsciously trying to fix that problem. Not like her desire for love could be fixed by pickles, ice cream and several bags of potato chips.

Though it hadn't been long since the last time they had gone to see their friends, the effect of Elusive’s worry and hunger had begun to bother the mare and by the time they left they both needed a good distraction. They had left the boutique wearing a simple sundress and wide brimmed hat. Rarity had worried with the sun so high that she would burn and Elusive hadn't cared either way, until it came to put the dress on.

Rarity had pulled the dress on like usual, only to frown as it didn't quite fit the way it should. It hugged her flanks a little tighter and fit a little too snug around her midsection. No matter how much she fidgeted and tried to adjust it simply didn't fit like she remembered. Eventually she had given up, admitting to herself that perhaps the her diet was a little more important than she cared to admit.

Elusive had helped along this decision and was thankful the mare was so easy to convince, she hadn't even thought that a dress might be her potential downfall. She would have to think of a more permanent solution as it would be incredibly embarrassing if all her plans fell apart because he forgot to adjust the waistline of a few dresses.

Together the parasite and her host wandered around town, Rarity was tempted to go see Pinkie Pie for some sweets but the guilt of her recent snack habit dashed that. Applejack was out, she was too far away and would likely be busy this time of day. Rainbow Dash was as fickle as the wind and there was little hope Rarity could find the mare, never mind rope her into tea. Fluttershy had been her first choice but as the pair trotted down the lane to Fluttershy’s cottage, they saw the mare trudge into her house, covered in brown slop which the pair hoped was mud.

They had turned back to town after that, Elusive intent on convincing her partner to go to the library and visit Twilight, only to feel a sudden spike of guilt and shame. Elusive was tempted to press it but couldn't chance it, the sudden outpouring of negative emotions was too risky a gamble while she was so low on love.

In the end they had wandered aimlessly, Elusive trying to come up with another individual Rarity knew well enough to get some love out of that didn't consist of Rarity’s sister or friends. Which was difficult as Rarity’s memories of other ponies that could be considered close were limited and with Rarity’s parents out of town yet again, there left only acquaintances and customers. Neither of which could hope to give Elusive the love she craved.

In the end their rumbling stomachs convinced Rarity to grab a sandwich and juice and plunk down at a mushroom table outside of a small restaurant called the verdant grove. The sandwich was plain, but filling, and the juice was a little too sweet for her tastes but in the end it was fine. The pair’s mood had grown so dour in their quest for a friend that they hardly noticed any other patrons until she heard the zap of magic and a particular dragon’s voice come from behind her.

“Try again Twi, you can do it!” He exclaimed.

Rarity’s ears perked up and she looked over at the dragon and his unicorn companion. “Whew! This spell’s a toughie.” Twilight said, wiping the sweat from her brow.

Rarity was already moving, waving to the unicorn who had been about to concentrate on the spell once more. “Good afternoon Twilight.” She nodded down at the dragon. “Spike, what are you two up to?”

Spike grinned “Twilight was just trying to turn that orange into an apple but has been having a little trouble.”

Twilight sighed. “This spell is really tough, permanently transforming one thing into another is high level magic and requires a lot of practice. I’ve been working on this spell for days.”

“Interesting, have you tried taking a break? I always find that-” something caught the mare’s attention and before she could even think of her actions she had already yanked Twilight to the side, saving her from getting plowed by a blur of pink.

The pair tumbled into a heap, their hooves threatening to tangle as the purple unicorn panicked. Elusive’s sharp and ever focused mind was not so easy to confuse and she easily pulled the other mare into her hooves, catching her easily without putting any weight on her midsection. Which ended up with the white mare sitting on the ground with Twilight in her hooves, being held like a large dog with all her hooves straight up in the air.

“What the?” Spike mumbled, glancing over to a rather perplexed Pinkie standing a few feet away.

“Daw, nopony has ever dodged my super duper sneaky hug.” she shook her head and bounced over to Rarity. “You are one fast pony Rarity, strong too. Are you sure you don't have an earth pony somewhere in your family tree?” She prodded the mare’s forelimb that still held Twilight.

“I err.” Rarity blinked, looking down at a blushing Twilight. “I’m terribly sorry dear, I just saw Pinkie Pie coming at the last second and just… reacted I guess.”

Rather than suffer another second of embarrassment Twilight teleported herself out of her crush’s grasp and onto flat ground once more. “N-not a problem Rarity! Just scared me for a sec there. That's quite the grip you had.”

“It was, wasn't it?” Rarity asked faintly, looking down at the small but evident muscles in her forehooves.

“Sooo whatcha doing?” Pinkie asked, now on Twilight’s back and using her head as a hoof rest.

Elusive tuned out the rest of the conversation, too confused by the sudden turn of events to participate very much. The flood of emotion that flowed from both Rarity and Twilight had definitely filled a hole and she was slowly sifting through all the surprise, embarrassment and trace elements of love. Somewhere along the lines Rarity couldn't help but imagine herself as a knight saving a princess and the complicated mix of emotions were difficult to untangle.

The changeling only tuned in when Pinkie Pie suddenly gasped loudly. “What if there's more super awesome friend fun happening in Ponyville right now that I’m missing out on too!” The mare suddenly sped off, leaving a small plume of dust in her wake.

Spike turned to Rarity. “We weren't going to turn her into an orange. I swear!”

“I believe you.” The unicorn remarked dryly, glancing up at Twilight. “What was all that?”

“Just Pinkie being Pinkie. Thanks for pulling me out of the way.” Twilight remarked with a blush.

The baby dragon tapped his foot. “Are we going to still work on that spell? I got the brand new edition of batmare waiting for me back home.”

Twilight rolled her eyes. “Yes Spike, your comic will be there when were done. I just need you to keep everypony out of the way and be ready with plan twenty three in case of emergencies.”

This time it was Spike’s turn to roll his eyes. “Plan twenty three just involves me running for help, anypony can do that. Why does it have to be me?”

Rarity’s eyes shot open and Elusive quickly moved to make the most of the opportunity. “Why don't you head home Spike, I can help out Twilight with her spell.”

“Are you sure? I wouldn't want to cut into your busy day. Besides, it's not exactly thrilling entertainment…” Twilight remarked sadly.

Elusive waved their hoof dismissively. “Pish posh darling, helping out a good friend is never a waste of time. I’m also dreadfully bored and maybe you could teach me a thing or two along the way.” She threw in a wink for good measure and judging from Twilight’s blush and Rarity’s spike of panic it worked perfectly.


“I don't know…” Twilight mumbled, looking away.

“Great! Thanks Rarity.” The baby dragon shook the mare’s hoof and took off. “See you later Twilight!”

“I… Well alright then. It seems as though the position of assistant has recently opened up. Would you really be interested in helping me out, it might take awhile?”

What Elusive wanted to say was: Any position with you in it is a good one. But the changeling restrained herself, knowing these two only had a small crush on each other and such overt tactics wouldn't work out very well.

“Of course my dear, I’d love to help.” Elusive said with a smile, all while staring intently into the other mare’s eyes.

Twilight giggled nervously, the blush returning to her face. What just happened. Rarity thought, a little shocked she had been so forward.

Oh nothing, I merely thought you needed a little help talking to your crush. Elusive remarked.

I do not have a crush! Rarity yelled internally, only to be met with a disdainful tsk.

We both know that's a lie. Elusive replied.

“You alright Rarity?” Twilight asked, waving a hoof in front of Rarity’s face.

The unicorn blinked, blushing slightly. “Yes, I’m fine darling. Just thinking about something.”

“Okay… Well, if you wouldn't mind standing off to the side and making sure nopony interrupts that would be great.”

Rather than step away the alabaster unicorn took a step forward, standing close enough to the studious mare that their sides nearly touched. “I don't suppose you could teach me a thing or two about magic? I’ve always wanted to learn from you but…”

Twilight blushed. “But what?”

“Well you can be a little intimidating, darling.” Rarity admitted.

“What, me?” Twilight asked incredulously.

Rarity pawed the ground nervously. “You are so talented I feel like I would waste your time.”

Twilight leaned in close and wrapped a hoof around Rarity’s neck. “Learning is never a waste of time! Is there anything specific you wanted to learn?”

Rarity’s mind was having a hard time catching up with Elusive who had firmly taken the reigns. “I have always wanted to learn how you teleport, but that must be a terribly complicated spell…”

Twilight scoffed. “It is, but I just know you can do it Rarity.”

Rarity looked over at her friend incredulously, a little shocked by the admission. “Really? I only know three or four spells.”

“It's not the number of spells you know it's the finesse you put into it. I’ve seen the way you handle all those bundles of fabric at the same time, you clearly have the skill for it.” Twilight added with a smile, only to realize she still had her foreleg around Rarity’s shoulder and quickly released the other mare from her grip.

“Well… So long as you don't mind taking a break from your orange spell.”

“Oh it's no problem at all. This is just for fun anyhow.”

It would be very convenient if we could learn how to teleport. Elusive thought, adding thoughts of teleporting around their shop as needed or out of the way of something that was falling.

That does sound very interesting but we really should… Rarity searched her mind for some kind of excuse but with their work done and the shop being slow this time of day she couldn't seem to find one. Reluctantly she sighed. Why are you so hell bent on getting a lesson from Twilight?

Because putting two love birds together is what we do, darling. Elusive prodded back.

You really are me. Fine, but after this we can't forget to do something nice for Sweetie Belle, apparently her favorite treat wasn't enough and we must remedy this sour mood of hers.

Deal!

“We’ve made up our mind.” Rarity declared.

We? Twilight wondered. “And?” Twilight asked nervously, only now realizing that she was going to be relatively alone with the fashionable mare for an extended period of time.

“I’ll do it.”

Twilight hugged her suddenly, squeezing the other mare tightly. “Yay! I’ve dreamt of this moment since I was ten!”

Rarity gently pushed the other mare away but couldn't help but hesitate, the feeling of being in Twilight’s embrace was something she enjoyed more than she cared to admit. Elusive wasn't sure if that was just because of the large dose of love and positive emotion that overflowed from the studious mare or whether or not the unicorn genuinely enjoyed the act.

“You've dreamt of teaching me since you were ten?”

Twilight blushed, rubbing the back of her neck awkwardly. “Not about teaching you specifically, but just teaching in general.”

Rarity giggled, and she couldn't help but relax while in the presence of the purple mare. She was just so adorable that Rarity didn't even care that her other half had pushed them into this, it was well worth it already just to see her smile. “Well what's the first lesson sensei?”

The mare blushed even harder. “I-don't. Wait. First thing’s first we have to-”

Elusive phased out of the conversation, merely watching as Rarity slowly allowed herself to relax and open up to the idea of receiving a lesson from the powerful sorcerer. The changeling had initially seen it as a good opportunity to put the two together in order to harvest more love and potentially get them together but the prospect of learning how to teleport was a promising one. The changeling way of teleportation was not inconspicuous and burned quite a bit of love but if Rarity knew how then they'd never have to worry about that again.

Over time Elusive could feel the trickle of puppy love begin to grow and it wasn't long before Rarity no longer needed to be tricked or convinced into flirting with her new teacher. Something the purple unicorn was obviously a novice at, which somehow only made it all the more cute when she tried. In the end their magic lesson had devolved into barely veiled flirting until the day had slowly winded down and Rarity reluctantly admitted she should go back to her shop.

Not before she walked Twilight back to the library though, something Elusive didn't even have to suggest they do. The changeling could feel the tension, neither wanted to leave the company of the other but Rarity had begun to feel bad about closing the shop for so long without warning and her guilt had begun to get the better of her.

The walk to the library was a strange one, the entire time they walked, the odd guilt Rarity felt still weighed heavily on her mind, and though it wasn't as strong as the burgeoning desire within her, judging from the heated looks the pair exchanged, that was about to change.

As they drew close to the library they inched a little closer, occasionally brushing against one another. A hot blush covered both their faces and Elusive couldn't help but figuratively pat herself on the back. It hadn't taken much to push them together and though she had to help steer the conversation a few times, her meddling had grown relatively limited. She was most impressed by the depth of Twilight’s crush as she had expected nothing more than some minor puppy love or perhaps a simple infatuation. Yet her love reserves were slowly beginning to fill with potent, directed love.

Clearly the unicorn had been holding onto this crush for a long time.

As the pair entered the library the awkward silence was finally broken and Twilight turned to her student, a bright blush on her face. “T-thank you for letting me teach you a few things. Your a fast learner.”

Rarity smiled, barely able to contain a squeal of delight at Twilight’s cuteness, the slight stammer, the big blush, it was Rarity’s kryptonite. “I had a lovely time darling, though maybe next time I can finally figure out that spell of yours.”

“N-next time?” Twilight’s eyes sparkled with unrestrained joy.

“Of course! Whenever you have the time I would love to learn more from you. I feel positively dreadful that I’ve neglected learning more.” Rarity announced while batting her eyelashes seductively.

It was only than that they realized how surprisingly close they were, their breath could be felt on the other’s neck and Elusive could taste the sudden tension. Elusive urged her partner to lean in closer but she resisted, unsure of herself. Twilight seemed to be in a similar situation, too confused and overwhelmed with the rush of feelings to do anything or say anything.

Elusive quickly lost her patience and took the reigns, wrestling them from her counterpart and urging their body to lean in close and do what they both wanted it to do. Twilight’s cheeks flushed and though Elusive could tell a part of her was rebelling against the suddenness of it all, neither pony could deny the tension they had felt nearly the entire afternoon.

The changeling was close, so very close! Rarity was no longer fighting back and though she still felt a bit of reluctance it was buried beneath the desire she felt burning in her breast.

And than, at the very last possible moment, everything was ruined when a sudden wave of negative emotion came surging from the behind them. Rarity was not equipped to deal with the strange sensation of so much negative emotion and Elusive had been so intent on harvesting every last drop of love that she couldn't stop herself from absorbing some of the negative feelings and causing a splitting headache to tear through them.

The pair wavered on their hooves, their head suddenly pounding and a foul taste filling their mouth. Twilight took a step back, confused. “Are you alright Rarity? Was it something I said?”

Rarity shook her head, trying to clear the suddenly pounding headache. “No it's nothing darling, just a bit of a migraine. Give me a moment.” The mare massaged one of her temples with a hoof, while Elusive ran damage control, stopping anymore incoming emotion and trying her best to isolate the foul tasting bit she had accidently consumed.

Twilight leaned to the side, her eyes widening at the sight of something behind the hybrid. Elusive could taste the lingering disappointment that emanated from the mare as it was slowly replaced by shock and confusion. Which in turn sparked Rarity’s curiosity and she turned around to see nearly the entire town stampeding toward them.

Elusive immediately got on the defensive, putting Twilight between them and the herd, hoping that the unicorn would at least slow them down. Rarity was having none of that, having seen this type of thing before, she knew that they weren't stampeding towards her but rather Twilight. The one pony in town they trusted to explain all manner of strange magical goings on.

Evidently some magical issue had popped up, right when she least desired it, of course. Elusive trusted Rarity but still held in her mind the necessary spell matrices to fire circle their way out of there in case things went south. It wouldn't be a clean getaway and would no doubt raise the alarm but if it ensured they survived this potential mob, it would be well worth it..

Sure enough the herd of ponies came to a screeching halt a few yards from the pair and nearly all eyes were on Celestia’s pupil. The crowd was angry, though little of that was actually directed at Rarity or Twilight, and Elusive could taste the palpable sense of frustration that emanated from them.

“She’s a menace I say!” One voice yelled.

“She must be stopped!” Another voice yelled, which was met by a chorus of cheers and less than kind remarks.

“Who? What in Equestria is going on?” Twilight asked.


“Those damnable Pinkie Pies, that's who! Haven’t you seen them bouncy around town, wrecking up the place?” The first voice yelled back, causing a cacophony of noise to erupt from the crowd, which in turn caused Elusive to wince as the wave of negative emotions slammed against their body.

“Calm down everypony!” Twilight yelled back, somehow managing to yell over the roar of the crowd.

“Calm down?” Mrs Cake balked. “I just had a Pinkie hurricane rage through my shop!”

“And they trashed our critter picnic.” Fluttershy added with surprising virtrol.

The sight of an angry Fluttershy seemed to whip the crowd into a frenzy and ponies yelled indiscriminately, their voices merging into an angry cascade of sound. Elusive had managed to block out most of the negative emotion but the pounding headache from the bit she had accidently ingested was not going anywhere. Rarity winced, her hooves growing shaky and weak.

“Please everypony! Hang on while I try to figure something out!” Twilight spun around, lifting Rarity with her magic. “Come on Rarity. Let's get you something for your headache.”

“Wha?” Rarity mumbled, suddenly feeling the plush pillows of the library couch under her. “Twilight?”

Twilight was already gone however, running upstairs and mumbling something about aspirin. Leaving Rarity behind as she ran up the stairs, her mind whirling with questions. What was this about multiple Pinkie’s? Where had they come from? Why was Rarity so heavy? Not only that but when she had lifted the mare in her magic she had also felt an odd weight near the mare’s midsection.

She didn't have time for such small, nagging questions though, she had to figure out where these Pinkies were coming from and get Rarity something for her headache. She trotted into the bathroom and threw open the mirror and grabbed the bottle of of pills before turning around and nearly bowling Spike over in the process.

“Jeese Twilight, slow down. What's the rush?” He asked, narrowly avoiding the rushing mare.

“No time to explain, Rarity got a headache, mob of ponies outside, swarm of Pinkies destroying the town.” She yelled, while running down the stairs only to find the library empty. “Huh, where'd she go?”

“Where’d who go?” Spike asked, poking his head out and looking down at the empty library.

“Rarity, she was right here.”


Why, exactly do we need to go home right now? Twilight was getting us something for this headache. Rarity thought, while morosely trudging through the streets in the direction of home.

Elusive grunted. The mirror pool is not something to be trifled with. We need to get somewhere safe in order to hold out and wait for the clones to wear themselves out.

How do we know that? You know what, nevermind, knowing Twilight she probably explained that at some point and I just forgot. Rarity thought dismissively, much to Elusive’s amusement.

Their hooves pounded pavement and the pair made their way home, slipping past the various ponies either running around in a panic or running away from the odd Pinkie bouncing behind them. Elusive could taste their panic, desperation, confusion and even the odd bit of hate and rage. Now wary against the negative emotions she didn't have to worry about accidentally consuming any but the mere presence of so much put a bad taste in their mouth.

Worse yet were the various Pinkies that bounced through the town, their emotions were distant, unclear, like the emotions of animals or insects. Though they emanated nearly overwhelming joy, Elusive doubted she could gain much energy from all of them tied together, and even if she could she knew such strange emotion would taste utterly reprehensible.

Nevermind the logistics of tying up a giant group of Pinkies, Elusive shuddered, pushing the thought from her mind. No matter how nice the thought of having a near infinite amount of emotion was, it was definitely not worth the pain necessary to make such a thing viable.

Rarity barreled around the corner, her increased weight making stopping difficult and ultimately leaving her unable to move out of the way of a panicked Lyra who had careened into view. The two ponies tried desperately to move out of each other’s way but their momentum was too much. Elusive however had Years of training and a lifetime spent serving her queen and with a mental shove she asserted herself over their shared body and sprung into the air, clearing the frightened unicorn entirely.

What the- Rarity thought, only realizing moments later that she had no control of her body and found herself rocketing the last block home without consciously moving her body at all.

Panic welled in their breast only for feeling to return and a panicked Rarity to nearly collapse as full control of her body to come back the instant she stepped hoof inside her home. “Oof. What in the world was that?”

Elusive didn't have time to come up with a lie, the negative emotion inside her was threatening to corrupt the relatively vast stores of love she had already gained from Twilight and she was not going to sacrifice the best love she'd gathered in days.

Sorry. Elusive thought reluctantly.

“What are you…” Rarity muttered, her body growing weaker by the second before she suddenly collapsed.

Elusive grunted, just barely managing to catch their body before it slammed into the ground. Somehow the changeling managed to pull their body up and into the bathroom. It wasn't quite as hard as it had been the first time she had tried to pilot their body by herself, the experience aiding her attempts and making this less of a desperate crawl and more of a slow trot.

Stumbling into their ensuite, Elusive maneuvered their shared body over to the nearly empty tub and vomited the entirety of her love stores into the porcelain. The changeling gagged, making a note to change their throat structure a little more for next time, the pony body wasn't meant to contain two stomachs and her haphazard job would not last for the long term. Finally after several minutes of retching she managed to expunge all the love from her stomach, leaving behind only the swirling miasma of negative emotion she had accidently ingested.

The feeling of the rancid emotion resting in her stomach was an unpleasant one and she could feel her stomach turn as it tried to expunge itself of the foul substance. The changeling grunted, pulling their body over to the toilet and barely managing to bring her lips to the edge before her stomach finally won and filled the porcelain with a disgusting mix of black, green and orange emotional gel. The thick, viscous liquid filled the toilet bowl and threatened to spill over the sides.

Thankfully there was nothing left and though Elusive’s mind was awash with agony at the feeling of emptiness, a quick, wobbly trip back to the tub cured that. Moving quickly, she levitated a blob of thicker, nearly gelatin level liquid into her mouth. As the emotion slid down her throat and into the right stomach Elusive finally allowed herself to relax and fall to the floor, breathing heavily.

She had done it, their body was purged of the negative emotion and with the mouthful of love she had managed to ingest, she wouldn't starve. Next she set about reworking Rarity’s memories, altering them so she remembered walking up stairs and falling into her bed. It wouldn't be difficult to convince the mare that they had merely passed out for a moment after laying down, their headache now having dissipated to a dull throb at the edge of their mind.

Slowly, as if emerging from a long night’s sleep Rarity awoke. She winced at the return of her headache and rubbed her head while looking around. “What, where am I?”

She blinked a few more times before the memory of the last few minutes played back in her mind. The mare groaned and ran a hoof down her face. “All those shouting ponies must have given me a migraine or something…” She muttered before getting off the bed and landing on her shaky hooves.

Elusive knew such curiosity would not end well, but she was far too exhausted to really muster any real rebuttal and she quickly found herself getting dragged towards the window. Rarity threw open window and peered outside, glancing towards the center of town where she could hear the distinct sound of Applejack’s voice along with the thunderous sound of hundreds of hooves.

“That sounds like Applejack and…” Her brow furrowed and she frowned. “A lot of ponies.”

She turned towards the stairs and trotted down, yawning all the while. Once on the first floor she stopped near the window, noticing the distant plume of dust was coming closer and heading straight for town hall. Their enhanced ears easily picked up the distant sound of hundreds of voices but she couldn't make out any individual words.

As the sound of hooves came closer, Rarity couldn't help but grow worried for her pink friend. Surely she wouldn't get caught up in whatever plan Twilight no doubt had made, right? All those thoughts were thrown out the window the moment she saw the enormous herd of Pinkie Pies pass by.

The pair’s mouth hung open. That is a lot of Pinkie Pies. They both thought.

A veritable hoard of the pink earth pony was being herded deeper into the center of town and from somewhere within the stampede Elusive could sense despair the likes of which she had not felt in years. It didn't seem to be coming from the apple family as they were little more than annoyed and confused as they corralled the many bouncing earth ponies.

Unfortunately for Elusive, Rarity was more perceptive than the changeling gave her credit and the mare was already running towards the swarm before the changeling even realized she had gleamed her impression. The changeling rebelled but found her will overridden by Rarity’s intense desire to protect her pink friend and save her from whatever fate had caused her such misery.

Going into such a dangerous situation was an obvious unnecessary risk and Elusive worried about the egg resting inside their body but she knew Rarity would not be so easily convinced this time around. The hormones that should make her protective of the coming queen had fueled an already intense desire to protect her friends and all Elusive could do was extend her senses and try to keep the mare safe as she made her way through the now empty, desolate streets.

All around her were the usual signs of a recent mass panic, destroyed wagons, overturned barrels and crushed possies. Rarity cared for none of that, all she cared about was that Pinkie Pie was in danger and she needed to protect her friend, she didn't know how she had come to this information but that didn't matter either.

Flying around a corner the pair turned towards the fleeting plume of dust near the center of town and noted the usual signs of damage, save for this time a destroyed flower stand was also among the casualties. Rarity quickly picked up speed and sprinted straight towards town hall. Elusive worked diligently in order to keep her host safe, extending her senses to their limit and feeding any information directly into Rarity’s mind.

Just as the neared the hall Rarity saw a sudden burst of magic and saw a flash of lavender light up the windows.

“Oh no.” Rarity muttered, already imaging the worst.

With a burst of strength she didn't think she had, the mare burst through through the door just in time to see Twilight level her horn at one of the three remaining Pinkie Pies and the only one whose hair was straight and loose.

“WAIT!” She screamed, making the unicorn pause.

The gathered ponies all turned, save for the straight haired Pinkie who merely sulked, looking straight down at the ground. The alabaster mare shook her head slowly and made her way over to the straight haired Pinkie. That strange feeling of knowing just how her friend felt, returned, bringing a tear to the mare’s eye and an urgency to her step.

She ran to to the downtrodden pony and swept her up in a deep hug. She would question these strange feelings thundering through her mind later, all she knew right now was that Pinkie was feeling an unbelievable level of sadness and the Rarity couldn't help but feel a sliver of that same sadness.

“Come on sugar cube, break it up so Twilight can send this one back to the mirror pool.” Applejack said, laying a hoof on the unicorn’s shoulder.

Rarity recoiled from the touch and had to resist the urge to slap the farm pony. “What in Equestria are you talking about? This is the real Pinkie.”

“She is?”

“I am?”

Rarity gaped, looking around at her friends as if they had grown a second head. “Of course she is! Look at her!”

Applejack shrugged. “So this ones a little down in the dumps that doesn't mean nothin.”

“Wait, I think Rarity’s onto something.” Twilight remarked.

“Of course I’m right, look at her for Celestia’s sake. Did any of the fake pinkies get sad? Or do anything other than bounce around saying fun?”

“Errr…” Applejack looked around at the other Pinkies that were still staring intently at the drying paint except a pair of Pinkies who sat near the back who were busy making silly faces at each other.

The unicorn grabbed Pinkie by the cheeks. “Are you alright? You are not hurt or drained of your magic or something?

Pinkie shook her head, drawing a sigh of relief from Rarity.

“Wait, how can we be sure that’s our Pinkie?” Applejack remarked, gesturing to the downtrodden mare.

Rarity sighed and turned to the librarian and looked her dead in the eye. “Do you trust me, Twilight?” She nodded. “This is our Pinkie.”

Twilight turned to Applejack, who merely shrugged then down at the Pinkie Pie clinging to Rarity. More so than even Rarity’s conviction it was the pink mare’s eyes that convinced her, the other Pinkie’s were so empty, without the joy and heart that always welled within their Pinkie. Twilight smiled before turning to the other Pinkies.

Than without warning she cast the same spell she had used to get rid of the other copies only this time targeting every Pinkie other than the one sitting next to her. As the wave of purple magic cascaded over the room the rest of the Pinkie’s disintegrated, their essence flowing back to the mirror pond from whence they came.

Leaving one much happier Pinkie Pie tearfully squeezing Rarity’s side. “H-how did you know I’m the real me? What if I’m a fake?”

“Darling, please. I know for the same reason Twilight does. Even during your darkest days your eyes always sparkle, ready to unleash your special brand of joy out into Equestria.” Rarity replied with a smile.

Pinkie Pie sniffed. “You-you mean that?”

“Every last word.”

“Thank you!” The mare’s hair spang back into it's usual shape and she pulled the fashionista into a hug so tight Elusive thanked her lucky stars that she had reinforced their bones. Thankfully the hug was brief and miraculously left the hybrid mare unharmed, much to Elusive’s shock.

Quite the opposite really, in the several second long embrace Elusive had felt a massive wave of love and joy cascade over her and she had spent every second frantically trying to consume it before it dissipated. Rarity was overwhelmed by the strange sensations that trickled through their tentative connection, she felt full, happy, energetic and several more feelings she didn't have the mental capacity to deal with right now.

While the alabaster unicorn sat there, blinking and confused, Pinkie Pie bounced around the room, shouting her joy for all the world to hear.

“I’m real! I’m me!” She landed in front of Twilight and hugged her so tightly her eyes nearly bulged out of her head “Thank you thank you thank you!”

Twilight pushed the mare back far enough for her to breathe. “Don't thank me, I was about to make a terrible, horrible mistake. Can you ever forgive me?”

“Of course I forgive you, silly filly!” Applejack coughed, and the pink mare reached out and grabbed her as well, pulling her into a hug along with Twilight. “And I forgive you as well you silly pony.”

Slowly, Twilight and Applejack let their guilt go, washed away by the laughter of their friend. Even the least empathetic pony in existence would have trouble not feeling farm and fuzzy at the heartfelt scene playing out before them. So much love was pouring out of the three ponies that Elusive could actually feel the potent emotion fill her to the brim, stuffing her already enhanced emotional storage completely and then some.

The changeling felt her emotional stomach stretch to the very breaking point under the endless tides of emotion. Rarity coughed suddenly, feeling a strange tickling at the back of her throat. Pulling her hoof back from her mouth she blinked. What in the world? She thought numbly, looking down at the rainbow colored gel that was splattered across her hoof.

Elusive forcibly pushed that thought aside, and made the mare refocus on her friends. Normally she wouldn't have tried such a bold tactic but with so much emotion roiling within her she had the energy to spare. Rarity shook her head and looked over at her friends, suddenly realizing she had been staring off into space and hadn't been paying attention to what was going on.

“Ah don't care that it's a scientific discovery, we should destroy that dang pool before somepony else finds it.” Applejack remarked, both literally and figuratively putting her hoof down.

“But think about the possibilities if we found out how it worked! We could make a new one, perfect it so the duplicates arent incomplete.” Twilight pleaded.

Pinkie shook her head. “It's not worth it Twilight, what if somepony mean got ahold of it like Discord or Chrysalis!”

Elusive mentally grumbled, resisting the urge to point out that her former queen wasn't stupid enough to mess around with such a dangerous phenomenon.

Twilight wilted a little. “I guess your right. Still, it woulda been pretty neat. I could read an entire library in an afternoon.”

“Or buck the whole orchard in a day.” Applejack added, dreamily.

“Or throw a party for everypony in Equestria!”

Rarity shook her head. “Are you three done daydreaming? I don't like knowing that mirror pool thing is still out there.”

“Your right, we should deal with it sooner rather than later. Are you girls ready?”

Applejack nodded. “As ready as I’ll ever be.”

Pinkie Pie struck a dramatic pose. “Me too!”

Rarity clapped her hooves together. “Good, let's go, shall we?”

The group would have set out immediately but Rarity excused herself to the little fillies room. After their emotional stores were empty and Rarity’s memories were altered once more they set out once again, intent on destroying the mirror pool. All the while Elusive sat back, deep in contemplation.

After her emotional stores had been filled to the brim she had still felt tons of the powerful emotion buffeting her, making her instincts cry out, demanding she consume it all. In the end she could do nothing but watch as the love drifted away, her body too full to consume and with everypony around, she couldn't dump the energy into modifying their body like she had last time.

In the end she calculated that she had gathered two whole months worth of love in a single hour, which was even taking into account the egg’s massive consumption. With such a storage she could easily begin the more auspicious changes she had in mind for her host and with enough still left over to go without gathering for a week or two. Truly these ponies were bizarre creatures, able to produce love and hate at such a scale that just a town of them could support an entire hive and have enough left over for a sizeable stockpile.

The implications were not lost on the changeling and she couldn't help but better understand why her former queen had been so insistent on this course of action. If she could find a way to work with the ponies, or take them over, the changelings would have the perfect hosts and nigh unlimited power.

Elusive smiled at the thought, now all she had to do was seduce Twilight, and figure out why Rarity was so off put by the entire idea. As they dealt with the mirror pool and walked home Elusive delved deep into Rarity’s memories, immersing herself completely in her host’s mind. After what felt like hours of searching she finally found the answer to Rarity’s shame and guilt, deep within the mare’s repressed memories was the key to everything and after seeing the memories herself, Elusive couldn't help but chuckle. It all made sense and it all started with a certain farmer and a game that went a little too far.


“Sweetie, your breakfast is going to get cold!” Rarity yelled up the stairs.

“Coming Rarity!”

Downstairs, Rarity shook her head. “What in Equestria is she up to at such an hour?” The mare shrugged and turned back to rather extravagant omelete she had been cooking for herself.

She had tossed in far more vegetables than usual and had even indulged with some gourmet cheese she had bought earlier. Normally she wouldn't indulge so much, especially after her snack eating spree from the day before but today just felt special and having a nice, filling breakfast seemed like the perfect start to an already wonderful day.

The mare hummed to herself, watching intently as the egg cooked to perfection. Her tune was aimless, just something she had heard in passing but for whatever reason it had gotten stuck in her head and before she knew it she could feel her body moving to the beat. Elusive meanwhile was distant, her mind barely focused on the task at hand. Sure she gave enough of her mental faculties over to allow the meal to be cooked to perfection, she couldn't trust Rarity’s cooking skills after all but she couldn't help but wonder about all the options the extra love had given her.

She had already used a vast store of love in order to alter their body to a much greater extent than a few minor, physical enhancements. Sure they would come in handy especially as their egg grew and become heavier but the changeling had a much more grand design in mind for their shared body. Unfortunately she had been forced to throw out her first set of changes she had in mind, as though she would be able to reacquire her title of praetorian, she knew that would not be a good decision.

Her partner was meek, and would not take well to the rigours of combat without vast alterations to personality and physicality. She was however quite adept at subterfuge and the subtle art of manipulation and Elusive’s plans had changed a lot over the past several days.

First she had altered their eyes, ear and nose, making their senses far more acute than they already were. Though not quite up to the standards of a fully optimized changeling infiltrator they were far more powerful than a mere pony. Those changes, though necessary, were not her main objective however.

Her true goal was the introduction of a set of organs usually only found in gatherers. Namely a small set of secondary lungs that had been grown beneath the mare’s natural ones and though they could be used to increase their lung capacity three fold, that was not their true purpose. In reality they were pheromone factories, able to produce great quantities of the stuff at a moment’s notice. Ranging from a rage inducing pheromone, to a heat inducing one and several other varieties if she so chose.

She hadn't had the chance to put much thought into their use however and had focused her design on the production and release of pheromones that would make ponies trust her and if the opportunity arose to lust after her. She doubted she would need the chemical encouragement though as Rarity was much desired and despite Elusive’s tampering her form had not changed substantially.

Just as she was pondering her next set of changes and the potential applications of her new organs, Sweetie Belle finally decided to join them for breakfast.

“What kind of dance is that?”

Rarity spun around, a blush already across her face. “N-nothing, just had a silly song stuck in my head is all.”

The filly shrugged and made her way over to her chair and sitting. Once she had her utensils and syrup ready she turned to Rarity only to blink in shock, a veritable mountain of pancakes floated over to her, held aloft by her sister’s magic.

“What's with all the pancakes?” She mumbled.

“You have not been eating enough Sweetie, your a growing filly after all so I expect you to finish this all up, understood?” With a wet slap the mountain of pancakes landed on Sweetie’s plate and for a second she was convinced the table had wobbled under it’s weight.

“Uh, okay?”

Rarity merely smiled and turned back to her omelette, taking it off the heat and scooping it into her plate with one deft movement. With her food secured she plunked down across from her sister and was about to dive in only to stop and lightly sprinkling enormous omelette with salt, pepper and a sprinkle of dry chili flakes.

“Wow Rarity. I thought you hated spicy food.”

Rarity laughed. “I never hated spicy food I just never had a taste for it, until recently that is.” She bit into the omelette and swallowed after hardly even chewing. “Needs a little more…”

The mare turned to her fridge and levitated over a newly purchased bottle of hot sauce and applied a liberal application of the spicy sauce before placing it back in the fridge. Sweetie raised an eyebrow at that sight of her sister actually using hot sauce but was too busy to comment on it, she had an entire mountain of pancakes in desperate need of some syrup after all.

The two sisters ate silently, not awkwardly but merely the silence of two ponies who knew each other very well and simply didn't have anything to say. Or at least that's what Rarity hoped the silence meant. In the quiet of her own mind Sweetie was chalking up the most recent change to her sister and adding it to the growing list of strange things that revolved around the unicorn.

Elusive should have been more than capable of detecting the filly’s turmoil but she was in a spice induced heaven of her own making. Her and Rarity both completely focused on the delecy before them. The mare herself hardly cared for spicy food but Elusive had never been able to taste those flavors before today and she was more than making up for lost time. She even wondered if she could convince her host to buy more several more bottles of the spicy goodness.

They were only knocked out of their mutual food hypnotism by Sweetie clearing her throat. “Are you done already? You hardly touched your pancakes.”

Sweetie shook her head. “I'm not that hungry. Besides, there was something I wanted to ask you.”

“Oh? Go on.” Without thinking Rarity stuffed her face with another heaping helping of eggy goodness while she waited for Sweetie to gather her nerves

“I well, was wondering if you had maybe gained weight?” She asked nervously.

Rarity swallowed audibly and glanced down at her midsection, sure it was a little bigger than before but then again she had never really been able to shake that winter weight. “Maybe a little, I’ll have to make sure to start my morning jog again.”

The mare slid Sweetie’s plate next to her own before polishing off the last of her omelette. Sweetie sat nervously, pushing her hooves together and looking down at the table, avoiding her sister’s gaze.

Rarity raised her eyebrow and glanced down at the despondent filly. “Was there something else you needed darling?”

“I, err well… I was wondering if you….” She gulped. Now or never Sweetie, we got this! She thought to herself. “I was wondering if you had met-”

Whatever the filly was about to say was interrupted by a sudden burst of green fire over the center of their kitchen table. The fire quickly blew away, replaced by a small scroll bound by a cloth strip and wax seal.

“What in the world?” Rarity muttered, grabbing the scroll before it could fall into her pancakes.

The scroll itself was slim and bore the distinct seal of Twilight Sparkle’s cutie mark. “I didn't know she could send letters to anyone.” Sweetie remarked curiously.

“Me neither. I do hope it's not another adventure, I don't think I could handle another so soon.”

If Elusive had her own lips she would have been grinning like a mad mare. The clueless Rarity may not know what such a letter might mean but to the changeling, well, she hardly even needed to read it to know what it said.

Rarity unfurled the letter and pulled out her reading glasses and placed them at the end of her nose only to stop and squint. For whatever reason the words were blurry when she looked through her reading glasses. Confused, but not wanting to think about it right now, she put her glasses aside and began to read.

Dear Rarity.

First of all I would like to thank you for the great day we had yesterday, even if it did end rather poorly. I really enjoyed the time we spent together and I was hoping, if you want that is, if you wouldn't mind joining me at the library sometime today? No rush or anything I was just hoping to talk and stuff.

Anyway, thanks again!

Yours,
Twilight Sparkle.

Rarity blinked, while Elusive was forced to hold back from cackling like a mad mare. “What does it say?” Sweetie asked, trying to peek over the top of the letter.”

“Nothing! I mean, it's nothing, she just wanted to meet up later today in order to talk.” Sweetie cocked her head slightly, her eyes narrowing dangerously and making Rarity sweat. “What were you about to say before all this?”

“Nothing. I was just gonna ask if it was okay to hang out with my friends after school today.”

“Oh, yes of course. Just be home for supper and if I’m not around then I’ll leave some money for pizza.”

“Okay, thanks sis!”

The filly grabbed her bag and made for the door, drawing a bit of pride from Rarity who smiled at the sight of her sister actually going to school without having to get dragged out the door. With the slam of the front door she turned back to her meal and licked her lips. “A lady does not waste.” She reasoned, before setting her sights on the fourteen or so leftover pancakes.


After breakfast, time passed quickly and Rarity found her day flying by as she worked on a few dresses, helped a few customers and generally went about her day like normal. Her heart told her to check up on Twilight as soon as possible but the tone of her letter indicated it wasn't pressing. Which left her plenty of time to do her job without having to worry about rushing off to talk to Twilight.

Elusive meanwhile was hard at work as well, doing her best to flood her hosts body with a potent cocktail of aphrodisiacs, arousing her constantly. While also assaulting her mind with images of Twilight in revealing positions or doing naughty things to her. By noon the mare had to close up shop in order to change into something that would hide her the liquid arousal that dripped constantly from her nether region.

The outfit wasn't fashionable at all, cotton panties under a thick teal dress may have worked well with her colors but without a reason to dress up she could feel her customer’s gaze wandering up and down her dress, their thoughts easy to read from merely the expression on their face.

Why is she wearing such a heavy dress on such a nice day?

Teal is nice but a full length dress at this time of year?

Or at least that's what Rarity thought they were thinking. It was bad enough that her mind seemed stuck on that stupid sexy librarian of hers but it had gotten so bad that she had to change her panties a mere hour and a half after donning them and a sudden influx in customers meant that she couldn't just close up shop and have some emergency ‘me’ time.

The soaked cloth was heavy with her juices and it slapped audibly against the ground after she managed to wiggle out of them. She cringed from the sound, realizing she would have to clean that up herself. Regardless, she soldiered on, doing her best to ignore the flood of arousal that had filled her to the point of bursting. All while she dealt with customers, worked on orders and tried her best to resist the urge to close up shop and masterbate until she couldn't feel her legs.

By the time five o clock rolled around she slammed closed the door, flipped over the closed sign and sprinted up the stairs, making a beeline for the bathroom she shared with Sweetie. She wasn't sure why but she didn't want to use her personal one and within minutes she was laying on her back, cool water covering nearly inch of her body and relief finally within sight.

She twisted around in the cool water, her hope at finding relief from a cold soak in the tub dashed. With a frustrated sigh the mare slammed a hoof against the lip of the tub and groaned in frustration.

“Augh, why can't I stop thinking of her!”

Maybe because we are attracted to her? She certainly is charming, in a cute kind of way. Elusive thought, summoning up a memory from the day before in which they had awkwardly touched hooves midway through their little magic lesson.

Rarity could feel her cheeks begin to light up and she splashed herself with some water. I do not find her attractive! I am waiting for my prince charming! As lovely as Twilight as she is a friend, just a friend.

Why? We are the same pony after all and I know we like her as more than a friend, why else couldn't we stop thinking of her the entire day? I know you could feel the tension that hung over us and what we almost did.

Rarity slipped back, letting nearly her entire body slip beneath the water save for the tip of her nose. I don't know why I can't stop thinking of her, i've never really thought of her like that before yesterday. She lifted up the hoof the lavender mare had touched and stared at a moment before letting it slip beneath the water once more.

I know just how much we always wanted to be swept off our hooves by a charming prince but Twilight is a noble and a student of Celestia herself, arguably elevating her even higher than a mere noble. Elusive pointed out.

Rarity scoffed. It's not just about her title! Although I will admit that is a good point. I’ve never really thought of any mare like… that before.

Oh? Elusive asked, while summoning up an image of Applejack and her as foals, and a particular incident when they were younger in which Rarity’s mother had found out about the special games they played.

Rarity’s face lit up and she let her head sink below the water, hoping in vain that the water would wash away the heat that burned at her cheeks. She had spent years trying to push that memory out of her mind and having it dredged up out of the blue like this was infuriating. Unfortunately the memory continued to play, pushed onwards by an insistent Elusive who brushed past Rarity’s annoyance and forced the memory to finish.

She remembered her mother grounding her for a month, she remembered being angry and confused, wondering what part of their game was so bad. Applejack would save her from some monster they made up and in return she would give her prince charming a kiss on the cheek, where was the harm in that? The kiss was small, little more than a peck but it was the high point of the game for both fillies and they always looked forward to making another monster, knowing what inevitably came after it was defeated.

Elusive sat back and watched as the memory played out. It had taken a lot of searching for the diligent changeling to pull the entire embarrassing memory from the depths of Rarity’s mind. Clearly the mare had been trying to forget that entire part of her life in hopes of never having to relive the embarrassment.

In hindsight it made sense to Elusive, the entire day Rarity had the burned with an intense shame and had done everything in her power to try and dismiss the heat and the images that assaulted her but she could do little to stem the tide in the end. Elusive watched as she felt her host go through a variety of emotions as she was forced to relive the memory.

Shame morphed into fear, into panic, and finally into acceptance.

It would take more effort to undo all the damage that over a decade of shame and regret had wreaked on her psyche but it was a good first step and for the first time today Elusive could truly relax. Shutting off her emotional eating all day had been stressful but the shameful mix of negative emotions tasted foul and she refused to consume the disgusting emotions.

This was all for the good of the egg and their future queen but Elusive couldn't help but mentally pat herself on the back, she had done what was good for the hive and in the end she had ultimately helped her host deal with past shame and trauma.

As she thought of her most recent success she couldn't help but realize how attached she had grown to the mare, both literally and figuratively. Sure she had scanned the mare’s memories in search of more intel, at least at first. Once she had time to think about her hosts’ strange sense of shame her purpose had been renewed and she had powered on, diving deeper than she had at first, intent on finding why she felt the way she did even if she knew she could push them into relationship anyway.

Her musing was brought short when Rarity pulled herself from the bathtub, her mind surprisingly calm and clear and Elusive suddenly realized that for the first time in a while she didn't taste a single ounce of shame. All she felt was a renewed sense of purpose and a desire to seek out the lavender mare. With that desire firmly planted in Rarity’s mind Elusive continued to sit back and wait, watching her host dry off, make her way to their room and put away their dress in favor of a little makeup. Elusive took the reigns briefly and emptied her emotional stores, not because she was full but rather that she knew she would be.

Rarity shook her head while reaching for the door to her room. “Deja vu.”

Elusive would have snickered if she could, it was getting so easy to alter her memories that all she had to do was let the mare reach for the door knob, kick her into the backseat, do her business than bring them back to that exact spot. The unicorn didn't even question the strangeness of it all, merely chalking it up to deja vu every single time it happened. In the absence of explanation, Elusive hardly even had to come up with a convincing lie, as Rarity did that all on her own.

The mare made her way downstairs and stopped at the door, wondering if she should linger around the house for a little longer and maybe wait for Sweetie Belle to return. It took only the smallest of mental nudges and a simple reminder that Twilight was waiting, for Rarity to decide to leave and trust that her little sister knew how to order pizza. She wouldn't be returning home that late, right?

Elusive didn't really care either way, Sweetie's love production was low and maybe, just maybe, a little freedom and some pizza might remedy that and really show the filly that they trusted her.

The sights and sounds of the town passed by in a heartbeat, their hooves not hurried but still quick, a brisk trot bringing them to the door of the library in mere minutes. The second her hoof reached the door handle Elusive flooded their body hormones, while bombarding Rarity with a steady stream of images of Twilight in provocative poses.

The mare stopped, her face instantly flushing with a bright blush. She gulped, and pushed her way inside, Elusive’s mental assault stopping shortly thereafter, her goal met. She had reminded her host of their desire, their goal and with their source of love so close, all Elusive had to do was sit back and let nature take it's course.

Inside the library was quiet, peaceful, with only the sound of a snoring dragon to break the silence. Rarity looked around, knowing from the sound alone that Spike had probably fallen asleep reading one of his comic books. Looking over the side of the couch she found the titular dragon sprawled on his back, an open comic book covering his face.

The mare chuckled, though she needed to find Twilight, she knew better than to wake a sleeping dragon.

Looking around, Rarity couldn't find hide nor hair of the librarian. The books were tidy and organized, an empty return box indicating that she done her job and yet she was nowhere to be seen. Rarity walked deeper into the library, glancing into the kitchen only to find it empty as well.

(NSFW BEGINS HERE)

“Huh.” she muttered. Usually the studious mare was more quick to greet any potential library goers.

Maybe she's down in her lab. Rarity thought, her hooves already carrying her towards the door leading to the basement that had long since been repurposed as Twilight’s laboratory.

Elusive was usually able to detect emotions at this range but something about this tree made her usual method of detection muddied and difficult. It was as if the tree had emotions of it’s own and they were mixing with whatever the changeling was sensing, making it difficult to ascertain emotions even at a relatively close range.

The unicorn knocked twice on the heavy door. “Twilight? Are you down there?” She yelled as loud as she dared.

She leaned closer, pressing her ear against the wood only to hear nothing. Shrugging her shoulders she turned, only to hear the faint sound of sobbing coming from upstairs. Their enhanced limbs turned and sprinted towards the stairs, leaping up nearly half of them in a single bound. Turning the corner Rarity could hear the sobbing coming from further down the hall, from the direction of Twilight’s room.

“Twilight? Are you alright?” Rarity yelled, forgetting about the sleeping dragon entirely.

The sobbing stopped suddenly and the pair could hear the rustling of papers from down the hall. When no answer came, the pair knocked on the door. “It’s me, Rarity. What is going on darling?”

“N-Nothing!” Came the hasty response. “Just um… reading! Give me a minute!”

Rarity frowned, clearly her friend was covering for something but she would be remiss to break her privacy based solely on a hunch. She stood reluctantly next to the door, her nervousness growing by the second until she was stepping nervously from hoof to hoof, her mind turning with all the possible things that could be wrong with her friend..

Finally, after what seemed like eternity, Twilight whispered back. “Come in.”

Rarity all but kicked down the door, barging her way inside and sprinting over to Twilight who sat at the edge of her bed. The lavender unicorn blinked, shocked by the speed her friend had only to find her cheeks squished and said friend staring intently into her blood shot eyes.

“What happened? Are you sick? Was it the dream about the book eating monster again?” She asked, while moving up and down, left and right and inspecting her friend for any sort of damage.

“N-no. I was just… reading something sad.”

Rarity frowned, her eyes narrowing and her glare burning into Twilight’s very soul. “If something is bothering you Twilight you can talk to me. You know that right?” Twilight gulped and nodded. “Good, so if something was bothering you would tell me what that is right?” Twilight nodded again.

The mare took a step back, pulling her hooves back from Twilight’s squishy cheeks and allowing the mare to awkwardly scratch her neck. “Well, it was about why I asked you over here and I guess I was just being a little paranoid. It's nothing, really. Just silly old Twilight, being silly.”

“Please, Twilight. Take a deep breath and tell me what's wrong in as few words as you can. Okay?”

The mare nodded once again before taking a deep breath. “I like you and I was scared because you didn't come earlier.”

The alabaster unicorn plopped down next to Twilight, throwing a hoof over her shoulder and pulling her closer. The other mare resisted for a moment before letting herself get pulled into Rarity’s embrace. “Oh darling, I like you too-”

“I like, like-” Rarity’s hoof stopped Twilight’s train of thought before it could careen off the tracks.

“I know darling, I like like you too but I was just working Twilight.”

Twilight’s heart skipped a beat and her head shot up. “You mean…”

Rarity looked away, a little nervous under the raw enthusiasm in Twilight’s eyes. “I mean, if you wanted to ask me out on a date I might just say yes.”

Elusive would have rolled her eyes if she could, clearly this was going well but she wanted better results, faster. She ignored the two mares as they continued to talk, going back and forth about times they could make their date work, Rarity doing her best to calm Twilight’s enthusiasm while the librarian was trying to plan every facet of their date right down to the second they showed up at the restaurant.

As they talked they had pushed apart slightly, with the two ponies eventually laying on the bed with a small list of restaurants between them. Twilight already had them sorted into four distinct categories which Elusive didn't particularly care to memorize.

By the time they had settled on a plan of action for their date, Elusive was ready to unleash her plan. Before she released the flood of pheromones Rarity could already feel them coursing through her veins and driving her into a sudden heat.

“Oh my, is it warm in here or is it just me?” Rarity asked whilst fanning herself with a hoof.

Twilight cocked her head and glanced over to the window. “I could open a window if your warm but it-.”

Twilight stopped mid sentence, noticing a strange scent that made her nose tingle. Without thinking she breathed deep of the potent scent, trying to discern what it was. Within moments she could feel a heat begin to surge through her core, igniting a fire within her that made her back legs cross and a hot blush to spread across her face.

“Are you wearing a new perfume?” Twilight asked curiously.

Rarity’s blush had long since grown to nearly eclipse her entire face and it was only due to her experience of burning with need for nearly the entire day that she hadn't already soaked Twilight’s sheets. “No darling but I must say it smells…” She closed her eyes and took a deep lungful of the potent scent. “Delightful.”

With each breath Rarity took, with every word she said she pumped the air full of Elusive’s chemical cocktail and already the chemical cocktail had grown strong enough that even the changeling couldn't help but feel aroused. She couldn't help but imagine the plump, somewhat chubby librarian with her face down, ass up, and a pathetic look on her face as she begged Elusive to fuck her within an inch of her life. Rarity found this thought strange but she couldn't help but admit that the image in their head was a delectable one.

Twilight squirmed nervously. Her back legs rubbing together as she tried to stop the growing heat without leaving Rarity’s presence. While she tried to think of every trick in the book to slow down the heat, Elusive and Rarity were staring her up and down with a appraising eye, reveling in the heat rather than resisting it.

“Twilight, look at me.” Rarity commanded.

The lavender mare turned and stared deep into Rarity’s eyes, losing herself in seconds. “Yes, Rarity?”

“Kiss me.”

Twilight gulped and looked away, her nerves getting the better of her desires. Rarity thought she had been shut down but Elusive knew better, she could taste Twilight’s submissiveness and read her body like an open book. The lavender mare wanted to be commanded, to be controlled and Elusive passed this information to her counterpart.

With that in mind Rarity hesitated, she had always been taught that she should the one being kissed, not the other way around and taking the reins was not something she was used to. Even then, she was forced to admit she did enjoy the thought of her body pressed against Twilight’s her hooves pushing the chubby mare down onto the bed and… She shook the train of thought away and leaned forward, mashing their lips together and startling not just herself.

The other mare tensed up, her body becoming rigid and her lips unyielding but within seconds she began to relax, her body giving into Rarity before her mind could even catch up. Rarity pulled back, smiling a little as Twilight leaned closer, trying to maintain the kiss only for her eyes to flutter open and a pout to cross her face.

“Why did you stop?” she asked innocently.

Rarity chuckled, running a hoof across Twilight’s cheek. “I was just curious about something.”

Twilight’s pout disappeared, replaced by an expression of apprehension. “Like what?”

“Well, for starters I was curious about how long you have been interested in moi.” She placed a hoof on her chest, unaware of the fact that her breath was still heavily laden with potent pheromones.

Twilight blushed and pressed her forehooves together nervously. “Since the Gala. You were just so strong and confident, you knew exactly what you wanted and I found myself wanting for that thing to be me.”

Rarity couldn't help but giggle at the sight, the pretty purple mare with her face lit up with shame, her head held low in submission while she bared her heart in that adorable kind of way that only innocent love could make happen. She hadn't known it but Rarity had still been a bit on the fence about her feelings for the studious mare, up until that moment when Twilight whispered those three little words. Than Rarity fell, head over hooves for the adorable mare.

“I love you.” Twilight winced, expecting the worst.

“Twilight, darling, look at me.” The mare opened one eye but continued to wince, making Rarity roll her eyes. With a gentle hoof she reached down and forced the other mare’s eyes to become level with her own. “I like you too.”

Twilight winced “You don't feel the same do you?”

Rarity smiled gently and ran her hoof down Twilight’s cheek. “I’m new to this whole thing and well, I think with time I might. If you would give me the chance that is.”

Twilight’s eyes lit up and though there was still a small bit of pain in those lilac orbs, Rarity could feel the swell of joy rising in the mare’s chest, easily eclipsing the negative emotions still swirling inside her. “I would love that! You won't regret this Rarity, I’ll be the best girlfriend ever!”

Rarity chuckled and shook her head, Twilight’s adorable enthusiasm too much to bear. “Oh Twilight you are adorable. I had just one last question though.”

“Anything for you Rarity.” Twilight replied instantly.

Rarity’s hoof strayed to Twilight’s neck, rubbing gently at the circle of disheveled fur that ran around the mare’s neck. “Tell me about this.”

Twilight stiffened, one hoof going to her neck. “I-er.. I kind of like the feeling of collar around my neck. I know that's weird but…” Her voice trailed off, noticing Rarity was had neither disappeared, nor did she even seem grossed out.

“I thought as much.” She replied simply, running her hoof along the worn section of fur.

Twilight blanched. “You knew? H-how long?”

Rarity shrugged. “Just a few days ago. Don't worry darling your secret is safe with me.” Rarity bit her lip, her mind already imaging just how good a tight collar and leash would look on the lavender mare. “Could you, get it for me? I want to see what it looks like on you.”

“Only if you promise not to be mad.”

“Why would I be mad?”

“Just promise, okay?”

Rarity placed a hoof over her heart. “I promise.”

Twilight’s eyes narrowed but in the end she gave up and walked over to her desk, unaware of the show she was unintentionally giving Rarity.

What the hell? Elusive thought.

My sentiments exactly darling. Rarity added.

Together their eyes stared transfixed at the sight of their new girlfriend rummaging through a drawer in search for her collar, or at least they assumed she was a girl. For between her back legs hung a quite an impressive shaft of stallion meat, complete with an equally as impressive set of balls. Most confusing to the merged mares was the fact that behind those set of balls were what looked like a perfectly functioning pussy that glistened in the low light.

“Ah, here it is.” Twilight quickly affixed the collar to her neck and turned around. “What do you think?... Rarity?”

The fashionista picked her jaw up off the floor and blinked, only now noticing Twilight’s collar. It was black faux leather with small blue gems that resembled Rarity’s cutie mark set at regular intervals around the entirety of it. Directly on the front was a larger identical gem over where a small loop was set, allowing the attachment of a leash.

Twilight stood there awkwardly, shifting from hoof to hoof, only to turn suddenly. “I’m sorry, I know it's weird. I’ll put it away…”

Rarity shook her head. “No wait. I was just caught off guard is all, I didn't know you had a well… you know.”

“Creepy collar with your cutie mark on it?”

Rarity rolled her eyes. “No, a dick darling, I didn't know you had a dick.”

“Oh.” Twilight blushed, only to look between her legs, blush harder and light her horn. “Oh no the spell failed!” In a flash the cock was gone, replaced by a featureless flat, featureless section of flesh.

“Twilight, come, lay down. I promise I don't think your a freak and this doesn't change anything. I’m just curious is all.” Rarity wasn't sure how she had known Twilight was embarrassed and ashamed but a part of her seemed connected to the lavender mare, as if she knew what she was feeling. All the while unaware of how exactly she knew that.

Confused, and a little relieved, Twilight nervously lay down across from Rarity, awkwardly shifting as she tried not to lay on her stallionhood. “Thanks Rarity, I’m sorry I didn't tell you sooner I just…”

“Hush darling, it's okay. Just help me wrap my head around this all okay?”

Twilight twiddled her hooves and stared off into space. “I was born like this. The doctors told me it was because I had so much mana inside me even at a young age and that it tampered with my DNA somehow. Apparently it's common for ponies like me who have a lot of mana to have some odd physical differences.”

Rarity nodded mutely. “And is that why it's so large?”

Twilight blushed, shifting around slightly as she felt herself grow harder by the second. “No. Apparently that part just runs in the family.”

Rarity chuckled. “Well darling, I can tell you right now that I am more than intrigued. I assume it works?”

“Yes.” Twilight whispered back.

“Are you sure it works? Maybe we should test it out, just to be sure.” Elusive took her queue and released a veritable flood of pheromones, filling the room with the potent chemicals and reigniting the flame of desire that had grown still.

“If that's what you want Rarity. I’d do anything for you.”

“Such enthusiasm.” Rarity smiled, gripping Twilight’s collar tight in her magic and pulling her close enough for their lips to touch once more.

Their lips pressed together tightly, Twilight remaining relatively still though Rarity knew she was enjoying herself immensely. Rarity reached forward, slipping her hoof around Twilight’s neck and pulling her even closer, deepening the kiss as she did. The mare’s lips parted submissively, waiting submissively for whatever her lover desired, her mind so awash with lust that she hardly even questioned why they had moved so quickly. She didn't worry that they might be moving to quickly or if this was right, all she wondered was what Rarity wanted and how she could fulfill her lover’s every need.

Rarity herself hardly considered the strangeness of the situation either, Elusive pumping their body full of pheremones and inducing an estrus level of desire, and going so far as to remove every trace of doubt from their mind. All while pushing her on, giving little nudges here and there, all while gobbling up the seemingly limitless love the two mares emitted.

This time she was ready, her love had been emptied completely, her emotional storage was vastly improved and her little pheromone trick used a good chunk of love as well. She wouldn't have to desperately shunt her love reserves into haphazard improvements to their body this time around. Even than, with most of her mind focused on the numbers, calculating the flow of love and trying to figure out how much the lavender mare could produce, she still couldn't stop herself from thinking of their new lover in ways other then the good her love would do.

She was cute, submissive, adorable and with an impressive cock that would make even most changelings blush with envy. Perhaps when there egg was birthed they could think about spawning more hybrids, maybe even produce the first natural one? Elusive couldn't help but think of the possibilities, two races fused so perfectly together that no one could tell where one ended and the other began. It struck her as beautiful and despite the biological advantages such a child may have, she didn't have to consider those until much later.

The changeling’s line of thinking was suddenly derailed by the sensation of their tongue slipping into Twilight’s mouth. All thought seemed to slip away from the changeling and for once she did not distance herself from the feelings of their shared body. As their attention overlapped completely, Rarity felt something click inside of her and a new realm of pleasure was suddenly open to her. It was like everything up until now had been slightly out of focus, not enough to make her notice but enough that once that focused returned she realized just how off everything had been.

She felt every facet and bump of her tongue as it brushed against Twilight’s. She felt every single hair that brushed against her hoof as she stroked Twilight’s mane. More than just amplified senses assaulted the mare for she felt a nearly all consuming desire burn within her. She wanted only to mount this powerful mate and to ride her until they were both left aching and satisfied.

This new, strange desire to dominate and control was so powerful that she had to stop herself from physically pushing the other mare down and mounting her right then and there. Rarity’s will barely strong enough to push aside Elusive’s wants as she had something else in mind first, something even Elusive had to agree with.

Reluctantly Rarity pulled back from the kiss only to smile as she felt Twilight lean in, desperate to feel her touch once more. Rarity placed a firm hoof against Twilight’s chest and fixed her with a lusty gaze. “Twilight, lay on your back.”

“Yes ma’am.” Twilight dutifully did as instructed.

Rarity rolled her eyes once more. “And get rid of that privacy spell.”

Twilight gulped, but did as ordered, undoing the spell that hid her stallionhood from sight. In a flash, the towering pillar of mare meat was once more visible and with it's appearance came a surge of lust that coursed through her. Soon, that cock was going to be all hers.

Rarity lifted herself from the bed, leaving behind a large wet spot on the bed and sauntered over to the prone mare. Twilight lay on her back as ordered, her eyes watching Rarity’s every move, while anticipation building behind her lilac eyes. Their lips pressed together one last time before Rarity stepped over Twilight’s face, giving the mare a nice view of everything she had to offer.

“Rarity, what are you- mf!” Rarity unceremoniously sat on the mare’s face, turning her words into a muffled moan of submission.

Rarity sighed and gave her butt a wiggle, trying to line her dripping cunt directly over Twilight’s waiting lips. Thankfully that didn't take long and the intuitive mare instantly got to work lapping at Rarity’s dripping snatch with all the enthusiasm of a virgin.

The hybrid mare couldn't help but shiver a little at the touch of Twilight’s tongue. She wasn't dexterous, or skilled or even knew much about what she was supposed to do but Rarity had grown incredibly sensitive and the lavender mare was nothing if not enthusiastic. Trying every motion and technique she could think of and though she was new, Twilight was always a fast learner.

With her own pleasure all but guaranteed, Rarity looked down only to roll her eyes. “I love your big fat cock Twilight and I can't wait to feel it inside me but first I think a little taste is in order. What do you think darling?”

The mare grunted her acknowledgement, too busy lapping away at her lover’s cunt to speak. She had such control, such utter dominance that Rarity couldn't help but grin at the sensation, it was as if a primal part of her had awakened and she loved every second of it.

Without thinking she reached out and picked the mottled purple cock off Twilight’s midsection, marveling at it's massive size and equally as impressive girth. It was more than a match for Rarity’s most prized toy, easily three or four inches longer and considerably wider.

Rarity ran her hooves up and down the powerful appendage, committing every bump, groove and vein to memory. She knew right then and there that she would never use her old toy again, for as long as she had this masterpiece of masculinity she would never have to pretend ever again. As her hooves ran down the thick cock once more she felt Twilight shift and whimper, evidently not used to the teasing Rarity was putting her through.

The alabaster mare tsked, making a note to train her lover’s endurance because if she was already begging for more after a few seconds then there was no way she could truly satisfy Rarity. Her face twisted into a wide smile and she couldn't help but wonder if her new lover was truly ready for the pleasure Rarity had in store. Her training had to start eventually and what better place than here, what better time than now?

Leaning down closer, Rarity positioned the head of Twilight’s cock near her lips and gently gave it a small kiss. Causing Twilight’s cock to twitch and the mare to buck her hips, drawing a scowl from the domineering female and a firm hoof against Twilight’s hips.

“Twilight Sparkle, you will not move unless I tell you to. Is that understood?” Rarity commanded.

Twilight’s muffled affirmation was all Rarity needed to hear, though that secret, domineering part of her wanted to hear Twilight beg forgiveness, she pushed that aside for now. She had training to begin and a fat cock that needed to be inside her as soon as possible.

She could feel her lover’s tongue work fast and deep, as if apologizing for her mistake with a renewed sense of vigor. Rarity smiled and leaned forward once more, planting a long, loving kiss on the flared head of Twilight’s cock, her tongue running across the rugged flesh with slow adoration.

Twilight’s ensuing whimpers of pleasure was music to her ears and even Elusive had to admit that even the mare’s whimpering was endearing.

Rarity didn't usually tease this much, contrary to her very professional and proper persona she was at her heart, an impatient and lustful pony. Always diving straight into the fun part and not even bothering with foreplay most of the time. Once she knew her partner was ready and willing it would be mere minutes before he was balls deep inside her.

Today was different and even though she did dive into this rather quickly, and she did desire nothing more than to ride Twilight within an inch of her life. There was also a small, secret desire that urged her to reconsider. It wanted her to bring her new lover pleasure the likes of which she had never even dreamed of. She wanted to bring Twilight to the edge and leave her there, waiting until she fell back down only to bring her to the edge once more. Ultimately forcing her to beg like the slave she was.

And maybe, just maybe, Rarity would allow her to finish. If she felt like it.

Rarity largely ignored Twilight’s ministrations though she was diligent at guiding the mare and teaching her on what she enjoyed she was focused almost entirely on her lover’s enormous stallionhood. Throwing in a moan when Twilight learned the right spot and stiffening when she did something wrong, thankfully Twilight didn't require any additional training in that regard and even the subtle changes in Rarity’s mood seemed to tell Twilight exactly what she wanted to hear.

With one hoof, Rarity cupped Twilight’s large sack and squeezed gently, relishing the content moan that came from her well endowed lover. Rarity couldn't place it but there was something profoundly rewarding about the act that made her keep going, keep teasing, licking, touching and caressing every inch of stallionhood she could get her hooves or tongue on.

Every moan and sound her lover made had mixed into the finest symphony and Rarity found herself craving it the sounds of pleasure more and more. She wanted to make Twilight scream her name to the heavens, to let the whole world know Twilight was hers, body and soul. The domination, the love, it was all too much for the mare and she found her back legs buckling as the most powerful orgasm of her life suddenly tore through her.

“Oh Twilight, I’m cumming!” She screamed.

Twilight increased her pace, determined to bring Rarity to the best orgasm of her life, her tongue flicking across Rarity’s clit while her hooves gripped her lover’s flanks. So strong was the coming orgasm that it took a considerable amount of added focus from Elusive just to keep them from blacking out. The changeling needed her after all, she couldn't afford to split her attention between continuing pheromone production, love consumption and pleasing their new lover, even if a part of her was tempted to do just that.

Twilight had never tasted the delicious taste of another mare before and as such was not overly concerned by the fact that Rarity tasted strange. Even than, the unicorn couldn't quite put her hoof on why but some part of her knew it something wasn't right. In the end she merely pushed that thought aside, her lust overruling the strange thought.

Elusive could feel a surge of love emanating from their shared body at the same time that a surprising amount came from Twilight, which would have drew a smile of satisfaction from the changeling. Oh, a selfless lover, truly we hit the jackpot this time Rarity. Elusive thought.

Rarity merely grunted her reply, unable to even think of an appropriate response, while her mind was so addled with pleasure. Elusive certainly wasn't wrong but there was something smug about the changeling’s thought that would have ignored the unicorn if she had the presence of mind to dwell on it. She didn't have the time to however as she craved more, Rarity had waited long enough to get to the main course and though Elusive protested, even the changeling couldn't fight the mare’s desire.

In the end the changeling shifted into the back of their mind and let the mare do as she wanted. By her calculations they would be filled almost completely in a matter of hours, but just in case, she primed another lungful of pheromones and waited for the moment that Rarity dismounted Twilight’s face and leaned down for a kiss.

Twilight held her lover at hoof length, though it was evident she wanted nothing more than to let the kiss happen. “Don't kiss me, at least wait until I clean this up.”

Rarity chuckled. “Are you saying you don't want your reward kiss for doing such a great job?”

Twilight blushed a little and wiped her face with her hoof. “Okay, ready.”

Rarity shook her head. “You are too adorable.” She leaned down and gently pecked Twilight’s lips.

The content little wiggle Twilight did when their lips touched was too much for Rarity and she couldn't help but giggle at the sight. “Seriously, you are the cutest.”

“And you are the beutiful… est?” Twilight blinked. “The most beautiful?”

Rarity leaned down and planted another kiss on the awkward mare’s lips, ignoring the taste her own juices had left behind. “Now than, I think my little mare deserves a reward.”

Twilight blushed profusely. “Y-yes please. Oh um could you call me that again?”

“Call you what darling?”

“Yours, I mean I…” Twilight rubbed the back of her neck awkwardly. “Like being called yours.”

“If that's what my little mare wants.” Rarity winked, batting her eyelashes at her lover.

Rarity leaned back, taking Twilight’s cock in her magic and guiding it against her sopping folds. Even the soft touch of the mare’s cockhead was enough to send electricity surging through Rarity’s brain. Being subjected to so much stimulants over the last few minutes had made her body become even more sensitive than it already was. Twilight seemed a little better off but even than her cock twitched with every touch and the mare herself squirmed with impatience, wanting nothing more to bury herself in Rarity.

Rarity could taste her lover’s need and knew what she wanted to do and though a small part of her wanted to tease a little longer, the unicorn couldn't resist the sight of that fat, perfect cock for even a second longer. Using her magic, Rarity guided Twilight’s throbbing cock into her snatch, the large head easily slipping past her moist folds. Than, with her lover’s cock now partially inside her, Rarity threw herself back, impaling herself on the enormous stallionhood with surprising ease.

Twilight’s eyes flew open and she stared, slack jawed at Rarity’s satisfied grin. “Did you just? Oh wow.”

Rarity gyrated her hips, pressing herself against Twilight’s crotch and grinding the mare’s cock deep inside her body. “Now than, I think I owed my little mare a reward, no?”

Before Twilight could even mutter a half hearted response, Rarity had already thrown herself into action. Picking her body up, until only the tip of Twilight’s cock was inside her, before falling back down with a hard thump as their hips connected once more. Usually Rarity would close her eyes, arch her back and enjoy the ride while she could but this time she didn't, and even the mere thought of doing such a thing felt… wrong. As if she were betraying her lover.

Instead she looked down into Twilight’s eyes and saw the swirling maelstrom of lust, loneliness and desperation that tinged hid behind her lilac eyes. Rarity knew the mare must be thinking this was all a dream and that it may end at any time and though her logical side wanted to dismiss the notion, her empathetic side could not ignore the hint of worry in her lover’s eye.

After the next thrust she did not leap back into another, instead she lingered at the base of Twilight’s cock and leaned down in order to gently kissed the end of Twilight’s nose. “You seem distant lover, tell me what's on your mind.”

“It's nothing, just bad memories.” Twilight shook her head. “Really it's okay.”

Rarity placed a gentle hoof over the librarian’s lips. “Twilight I can tell something’s bothering you. Tell me, please?”

Twilight sighed. “Sorry to ruin the moment I just, well. The last time I got a girlfriend she said she was fine with-” She gestured to her cock. “This, but then she dumped me and-”

“Say no more darling. I promise you I will stay with you all night, and tomorrow when you wake up and see me beside you, your worries will fly away.” Rarity winked and grinded their hips together. “Besides, i'm not nearly done with you yet.”

“Thank you so much Rarity.”

“Of course darling, I wouldn't dream of abandoning my little mare.”

With all past reservations gone the next time Rarity dragged herself up Twilight’s turgid length, than pounded back down she was met halfway by an enthusiastic Twilight thrusting to meet her. Rarity couldn't help but squeal in delight at the feeling of their bodies connecting and their needs aligning perfectly. Most of her past lovers had been more than happy to let Rarity do all the work and though Twilight was obviously not as experienced in this regard, she once again more than made up for her inexperience.

When Twilight learned to match Rarity’s rhythm she stopped and kissed the lavender mare on the nose, adding a little reward whenever she did something right. When the enthusiastic unicorn learned to let Rarity lead, the pure white mare granted her a long, deep kiss between thrusts. Neither pony seemed willing to say more than a word during the course of their love making, too lost in each other’s eyes and guided by passion to even need to speak.


Eventually even Elusive allowed herself to be completely carried away by the feelings, abandoning even the small attention she had devoted to observing Twilight’s emotions. As their senses heightened once more Elusive gave herself fully to the passion of the moment their mind blending together seamlessly. The changeling loved the physical act of their love making but even more than that she loved the feeling of her body being filled with love and her hunger finally being satiated.

Even than, with her pussy filled with hard stallion cock and her stomach filled with love it felt like something was missing. Elusive tried not to think about it and devote herself to the moment but the changeling couldn't help but wonder. What if it all this love was directed at me? It was a silly, selfish thought that she tried to get rid but couldn't seem to. I refuse to be jealous of myself. She thought firmly, shoving aside the odd feelings of jealousy and stuffing them deep down inside herself.

Despite not being a gatherer, Elusive knew many small and subtle tricks in the art of love making that even Rarity had not heard of. Eventually she managed to convince Rarity to switch positions and even get Twilight to mount them, and though she seemed a little put off by taking such a dominant position, the second Elusive took charge and attached a leash to Twilight’s collar she eagerly began to thrust to the rhythm.

Though they were both initially unconvinced by the position change, but they quickly grew to love every second. Elusive tugged hard on Twilight’s leash, drawing a submissive whimper from the mare and forcing her to thrust deep into their shared body. Rarity was so lost in pleasure that she hardly even seemed to notice when Elusive suddenly took control, subconsciously stepping aside and letting the changeling do what she wanted.

Despite her inexperience Twilight managed to hold on for quite awhile, lasting for several minutes, and two position changes. When she finally drew close she whimpered pathetically. “Rarity, I’m close.”

Elusive growled in annoyance, as she was hardly even halfway full of love and even Rarity seemed to concur with the changeling’s annoyance. She had yet to feel Twilight’s cock filling her other hole and she would not rest until she had done just that.

Elusive quickly came to an agreement though and they both smiled devilishly as they thought of their plan. “You may finish inside me if you make me cum one more time.”

“Are you sure that's okay Rarity? I don't have any condoms.”

“It's a safe day, now are you going to make me cum or do you want to finish outside?” Rarity teased.

Twilight’s thrust quickened and with each shift of her hips she poured on what every ounce of what little strength she had left. Each time their bodies connected Rarity could feel Twilight’s full balls slap against her petite breasts which added another layer of gratification and it didn't take long for Rarity to become so overwhelmed with pleasure that she was forced to abandon the leash and let Twilight set her own pace.

The snow white mare closed her eyes and moaned with every deep thrust Twilight made. Her lover’s dick long enough to brush against Rarity’s cervix and give her another jolt of pleasure. “I’m getting close my pet, just a little more!” She cried out.

Twilight grunted and threw herself into every thrust, her face twisted in concentration.

Rarity could feel her orgasm coming but she knew Twilight’s would arrive moments before hers. As if on cue, she suddenly felt something wrap around her petite breasts and gently squeezed them. Her eyes flickered open and she looked up to see Twilight’s horn alight with power. “Good work my little mare but your going to have to do it a little harder than that if you want me to cum before you do.”

Twilight didn't respond this time, merely biting her lip and pouring on every last bit of concentration she had. The soft squeezing disappeared, replaced by an undulating field that roughly gripped her tits hard enough to draw a whimper of pleasure from the mare. Even while casting her spell Twilight was somehow able to keep up her frantic pace and still have enough concentration left over to kiss Rarity’s neck up and down.

“I’m cumming Twilight! You are not allowed to stop, you hear me young lady? Do not stop!” Rarity commanded, her voice raising a few octaves as she started to cum.

Twilight grunted her acknowledgement, her concentration too divided to say anything.

Rarity’s back legs quivered and her eyes rolled into the back of her head as she felt yet another orgasm course through her body. So powerful were the sensations that Elusive couldn't help but get carried along with it, their moans mixing into a strange, two toned voice.

Twilight didn't even seem to notice the strange shift in her lover’s voice as her head was thrown back in ecstasy, her eyes screwed shut and her mouth hanging open as she moaned loud enough to obscure the strange twin voices.

Just as their own orgasm died down Elusive and Rarity could feel their partner’s erupt inside them, Twilight’s thick cock twitching madly as it painted their insides in hot cum. The veritable flood of love that flowed into them was enough to send Rarity and Elusive into seemingly another orgasm, their moans twinning once more as they voiced their pleasure. Between the flood of love, cum, and endless pleasure the pair were shocked they didn't pass out right then and there. The flood of strange sensations and unforeseen pleasure was unlike anything either of them had experienced and it left them dizzy and positively glowing.

We must do this again. Elusive thought.

I cannot agree more darling, I think this might have been the best lay of our life. Rarity thought back.

Together the pair held onto consciousness, riding out the waves of pleasure while bathing in the adorable little moans and whimpers that came from their pet. Load after potent load splashed against their cervix, and despite the size of each shot and the fact that Twilight’s flared head stopped any cum from escaping, none of the unicorn’s sperm could slip past the barricade Elusive had erected.

Eventually the pair came down from their powerful orgasm at about the same time Twilight finally finished turning their insides white. All three were left panting, but still wanting more, the potent pheromones lingering in the air and driving them on to ever greater heights of debauchery. Twilight pulled back, her cock slipping slipping from Rarity’s cunt with a wet slapping sound which heralded a river of cum that flowed out of the mare’s abused hole and onto the bed.

The unicorn unceremoniously flopped to the bed, still panting but staring up at Rarity with childlike wonder. “Wow Rarity. That was amazing.”

Rarity chuckled and pushed Twilight onto her back. “Well thank you darling, but we are far from done.”

Twilight blinked, her cheeks growing red as Rarity grabbed her leash. “What, but we just…” Noticing the fire in her lover’s eyes Twilight chose her next words wisely. “Anything you want Rarity.”

Rarity shifted her weight and loomed over the other unicorn, a predatory glint in her eye. “Good girl.”


Rarity and Elusive sighed contently, a forehoof rubbing their distended, cum filled belly. Many hours of love making later and they had practically drained the other unicorn of every drop of cum she had. Which in itself was quite the feat as Rarity and Elusive had quickly found out that her balls contained even more cum than it looked like they did, which was already an enormous amount.

In the end the hybrid mare had taken more loads in her various holes over the the evening than she had over at least the last year. Twilight had finally tapped out after Elusive’s pheromones had begun to dissipate, her legs having already given out nearly an hour earlier.

(NSFW ENDS)

Now they lay, back to back, Twilight’s steady breathing nearly lulling Rarity to sleep. As much as she wanted to turn over and hold her pet and join her in the land of dreams she was quite enjoying the soft breeze that rolled through the window. Though they had quickly showered before slipping back into bed, Rarity was still far too warm to slip under the blanket and drift off to sleep.

Besides the heat she also had far too many questions left unanswered to consider sleep quite yet. She couldn't help but wonder why she had been so upfront with Twilight, sure she was upfront with her casual partners in the past but this was different. She had never cared for them, never had any true feelings for them and they were never her friend.

Rarity turned and glanced at the unicorn who twitched softly in her sleep, mumbling something incomprehensible. Despite her initial misgivings about how they ended up here, she couldn't deny that she wouldn't take anything back. The mare turned and embraced the lavender pony, wrapping her hooves around her and hugging her tightly.

Twilight’s body relaxed at Rarity’s touch and even pushed a little closer to the mare, a smile creeping across her sleeping face. Rarity sighed and lay her muzzle against Twilight’s neck and breathing in the pleasant scent of her shampoo.

Thanks, for everything by the way. Rarity thought.

Oh. Elusive mentally backpedaled, trying to figure out what she had done. For what, exactly?

For helping us get over our fear and dealing with that little… incident.

Of course, your pain is my pain after all. Elusive thought back.

Still, thank you for everything and I’m sorry for being so paranoid about you. Rarity thought, a small amount of guilt slipping into her thoughts.

Don't worry about it and call me Elusive.

Rarity giggled. I get it, Rarity, Elusive. Clever. Well, goodnight Elusive, sweet dreams.

Elusive fell back, watching as Rarity slowly slipped off to sleep, a strange sense of conflict keeping her from joining her counterpart.

Why do I linger? I know what needs to be done, the next modifications should vastly improve our survivability and enhance our body. Elusive could feel the biological switch inside her that would set their changes into motion and yet she hesitated.

When they had ‘spoken’ moments ago, Elusive had felt a strange mote of love fill her. It was different from the rest of the love they had gathered today in which it was directed at her and it felt… better than any of the love Elusive had ever tasted. Better, even than the pure unrestrained love that Twilight had given them and she couldn't help but cherish the small drop of love.

Elusive mentally pushed aside all the changes she had planned for their body, magically undoing everything she had set up for this moment. Merely upgrading their body was no longer good enough, she wanted to do something truly impactful, something that would benefit not just her but also Rarity.

In a flash of inspiration, Elusive realized exactly what needed to be done. Ideaa! She thought triumphantly.

Elusive focused the vast stores of love and directed it towards their shared mind, weaving their minds together in a more intricate and deep way. It would fundamentally alter them but it would also bring them closer together and grant them more mental capacity to draw on. It was dangerous but Elusive was aware the risk it posed to her personality but the rewards would be more than worth it, she decided.

While she wove a deeper, more fundamental connection, Elusive could feel the egg shift inside them. She dismissed the movement as little more than the proto queen absorbing some of the love she had fed it and focused back in at the task she had set for herself, unaware of the changes happening deep inside their body.

The barrier erected across their cervix had remained intact after the initially pummeling it had suffered but in her haste Elusive hadn't bothered to check the seal. So sure was she in her handiwork. In her hubris, a crack formed and though it was small, it allowed the lingering seed of their lavender lover an opening.

An opening that would allow for something magical to happen.


Author's Note

Partially edited by the wonderful EverFreePony! If anyone else finds anything wrong with the story lemme know below!
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Next Chapter: Destabilization Estimated time remaining: 1 Hour, 45 Minutes
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