The morning came with a stinging reminder of the previous night’s activities, both literally and figuratively. Rarity felt sore from her head to her tail and just about every part of her ached, though not nearly as much as her pussy did. It was an uncomfortable feeling to say the least, but it also brought a hint of pride to the unicorn’s mind. She had ridden her new lavender lover for a good portion of the night and only stopped when she physically couldn't move another inch, finally passing out with Twilight held tight in her embrace.

Speaking of which…

Rarity winced, gently tugging her right foreleg out from under her lover, the limb having long since fallen asleep due to being pinned. The unicorn flexed her muscles and shook the limb, willing away the pins and needles. In her half awake state, she hardly noticed her once small muscles bulge with the raw power rarely seen in a unicorn. She was paying far more attention to the fact that the pillow she had been laying on was absolutely covered in her teal hair, far more than what should be normal, even after the quite eventful night she had.

A frown crossed her face and she gently brushed the hairs off the pillow and made a note to check the mirror in order to assess the damage, for now she had to focus on waking up and ridding herself of this awful feeling of fogginess that was clogging her mind. When she first woke she hardly noticed it but now that her faculties were slowly returning she was keenly aware of the fact that everything seemed oddly unfocused, like she was looking at the world through clouded glass.

Giving her head a shake she gently began extracting her limbs from under and around Twilight who was pressed tightly against Rarity’s barrel, her sweat matted fur sticking against her fellow unicorn and drawing a smirk from Rarity. The instant she began to pull away Twilight shivered and pressed back, instinctively seeking the warmth Rarity had provided. It was adorable and though she wanted nothing more than to continuing to snuggle with her lavender lover she pulled back. She had a full day ahead of her after all, one that needed to begin now, and needed to begin with a shower.

After gently extracting herself from under the soiled covers Rarity plopped down onto the ground, her hooves trembling for a moment before finally stopping and allowing her to do a brief stretch. “OoooOOooooh.” the unicorn mumbled, feeling her vertebrae pop one by one.

She lingered at the end of her stretch, feeling an odd weight settling just beneath her stomach. Rarity chuckled and finished her brief stretching, reasoning they must have gone at it longer than she thought. Twilight sure can cum, that girl just about filled me. She thought to herself while making her way over to the bathroom.

About halfway there the foginess began to lift and everything seemed to come into focus. Rarity could feel her senses reach their normal levels of perception only to continue to grow in focus. “What the…” she muttered.

Her sight seemed more powerful than ever before and she doubted she would need her old reading glasses any longer. She had neared the bathroom and was about to open the door when the world came into such crystal focus and now she was left breathless at the sight of a simple wooden door. Every scratch, dent and subtle warping of the wood flashed before her eyes and her already meticulous mind seemed to jump into overdrive, analyzing every little piece of information flowing through her.

She could hear the branches of Twilight’s tree home swinging outside though she knew the closest window was in the other room, much too far away to make her so intimately aware of every limb of the tree as they gently shook in the mid morning breeze. It didn't stop at just sight and sound as she could feel the subtle change in airflow as the tiniest of breezes came from the window in Twilight’s room, gently curling about her hooves before slipping down into the library proper. Stranger still was the fact that she could feel a strong sense of contentment coming from behind her, in the direction of her slumbering lover.

Placing a hoof to Her head Rarity took a deep breath, pushing down the small and building sense of panic rising within her. Breathe Rarity, just breathe. That was quite the headrush. The voice reminded her.

Elusive? Rarity asked tentatively.

Mmhmm. Let's go get cleaned up, we smell terrible.

Rarity gently sniffed the air only to recoil in disgust, they did indeed smell awful. Between the mixing of various fluids that had long since dried and the horrific state of their fur Rarity had her work cut out for her. Though she had to admit that in a weird way, the smell was kind of sexy. She could still detect the scent of Twilight on her and the lingering aroma of their love making clung to her like a fine perfume. Part of her considered just leaving the scent on her and strutting around town like that but she pushed that thought aside, as sexy as it was in the bedroom it was less sexy once she left that bedroom and everyone wondered what the hell that smell was.

The unicorn pushed her way into the bathroom and quickly trotted over to the mirror, instantly leaning close to the mirror and peering intently at her mane. Other than a severe case of bedhead combined with an unsightly group of clumped hair near the back of her head, everything seemed in order. Meanwhile Elusive was left confused, searching through their recent memory in order to find out what had happened to make her host so paranoid about her hair. After discovering the memory of their waking the changeling was stumped.

Was this another effect of the merger? She thought, making sure to shield it from Rarity.

Everything seems in order, why don't we have a shower? Elusive thought pointedly.

Rarity frowned and parted her hair with her magic only to nearly pull her mane hard enough to nearly tear a chunk off her head. “Eep! What in the hay was that.”

Elusive would have frowned if she could, this was clearly an additional side affect, more confusing was the fact that the unicorn shouldn't have access to Elusive’s magic, intermingling minds or not. Had she somehow managed to boost the unicorn’s natural ability somehow? The changeling watched as Rarity gently massaged her scalp and mumbled a silent, unladylike curse of annoyance.

We can worry about this after we are clean. Rarity thought before turning to the shower and slipping inside. Elusive sat back, giving Rarity enough of their mental faculties to ensure she didn't notice the fact that the changeling was distracted. Her internal magic flared to life and the changeling probed their body, starting from their nervous system and lambda system before finally ending on their horn.

Sure enough her first assessment had been right and somehow the merger had increased the size of their lambda system and even extended their horn a fraction of an inch. The unicorn had nearly twenty five percent more mana storage and the changeling’s overlapped system had grown slightly as well giving her the same boost while somehow not occupying much space inside their body. Elusive made a note to dial back all her spells for awhile until she grew used to the change, though it was still perplexing that it had even occurred at all as Elusive certainly hadn't tried to do that. Messing around with a pony, or changeling’s lambda system was a recipe for disaster as the strange magical currents that flowed through living thing’s bodies were notoriously finicky and impossible to replicate. Each body’s system was just so different that experimentation was almost useless and yet here they were.

As Elusive pondered the strange turn of events Rarity cleaned them up and exited the shower before drying themself off. As she put aside the towel she noticed that the thick purple cloth was marred by patches of white fur. “Am I shedding?” Rarity mumbled before lifting each hoof in turn and inspecting her body.

No fur was missing and indeed it looked even healthier than ever before, containing a luster the likes of which she had not been able to achieve without some very expensive shampoo. The effect of which certainly wasn't due to the bargain bin shampoo Twilight had stocked her shower with. Rarity shook her head and smiled, choosing to believe her new shampoo had merely had a delayed reaction. If it kept up she could always get checked out but a little hair loss wasn't anything to worry about, she reasoned.

The pair made their way down into the kitchen, moving swiftly and gracefully to start breakfast. Pots, pans and numerous ingredients flowed from the cupboards, held aloft in the teal aura of her magic. The sheer amount of the objects would have shocked a casual observer but Rarity didn't bat an eye, something about dividing her attention in so many directions and using so much magic felt oddly natural to the unicorn.

The table set itself, the ingredients arranged and measured themselves while the stove found itself covered in pots and turned on to the correct temperature. Rarity couldn't help but feel a smile across her lips and with surprising ease she began whipping up pancakes, two omelettes a pot of coffee and a second pot for tea. Though her attention was pulled in seemingly every direction she didn't feel overwhelmed in the slightest.

Even with her attention drawn in a many different directions she still seemed to have the presence of mind to listen to the sound of hooves resonated from upstairs. The erratic steps eventually stopped after entering the bathroom and several seconds later she could hear the sound of water, accompanied by a pleasant sigh. Tuning out the sound of her lover showering Rarity set about finishing her gourmet meal, receiving tips and suggestions from her the resident voice in her head.

By the time she heard the water stop Rarity had a dozen pancakes set out, along with a large bowl of assorted chopped fruit, an omelette, tea and coffee. The only thing left cooking was her rather large and aromatic omelette that reeked with the smell of powerful hot sauce. The unicorn inhaled the scent and shuddered in pleasure, she didn't know where this love of hot sauce recently came from and she didn't care, she merely wished she could have appreciated the unique sauce earlier.

The tap of hooves coming from the steps behind her startled Rarity from her haze of sauce love and she turned to the stairs with a wide smile on her face. “Good morning, my pet,” Rarity announced, a wide lecherous grin already stamped across her face.

Twilight blinked, and pulled down the hoof she had been running through her mane. Slowly, realization seemed to dawn on her and her eyes went wide. “So it wasn't a dream!”

Rarity rolled her eyes and chuckled. “If it was, it was the most vivid dream of my entire life.”

Twilight’s blush nearly lit up the room and she clumsily stumbled down the remaining steps until she was face to face with the other unicorn. The lavender mare looked Rarity up and down, her already wide eyes growing wider. “Wow Rarity, I don't know what to say but you look even prettier than yesterday. Your skin is so smooth and your hair so... so… pretty!”

The unicorn blushed slightly and bat her eyelashes. “You have quite the way with words Twilight Sparkle.”

The mare blushed and pawed the ground nervously. “T-thanks.” She looked up. “Um, may I… kiss you?”

Rarity lifted her head, looking down at Twilight appraisingly before smirking. “Of course you may.” She puckered her lips and leaned forward.

Twilight’s tiny squeal of joy nearly made Rarity’ heart skip a beat and a second later she felt their lips connect once more, accompanied by a strange feeling of completeness that bubbled from inside her. She didn't know why but she felt the hunger that had been burning inside her suddenly begin to fade, replaced by a different kind of hunger. Elusive mentally chuckled, amused by just how easy it was to flip the lust switch in their brain.

Rarity gently pushed the other mare away and fixed her with an oddly intense look, one that withered Twilight’s pout. “Twilight Sparkle, you are going to fuck me right now.”

The lavender mare blinked and looked over at the table of food. “Right right now? Here?”

“Yes, is that a problem?” Rarity raised an eyebrow.

“Of course not master!”

Rarity’s grin grew to wolfish proportions and she immediately turned and put her hooves up on the counter while tossing aside her tail. As an after thought she placed her omelete on her plate at the table and turned off the stove. “Ready, stud?”

Twilight’s nostrils snorted and Rarity could see the heavy shape of Twilight’s large cock smack against her belly. “Ready,” Twilight announced.

Rarity spread her legs and gripped the counter tightly. “Do a good job and I might just let you spend breakfast at the table instead of under it.”

The lavender mare’s blush doubled in size and she eagerly jumped up onto the counter, her hooves falling beside Rarity’s. “Yes master!”

“Good girl. Do you need a hoof?” She offered.

Twilight shook her head and grinned proudly. “No, I got this.”

Rarity could feel the faint tingle of magic as Twilight activated her levitation field and gripped her cock, positioning it up and towards Rarity’s crotch only to stop at the last second. Drawing a frown from Rarity. “What are you waiting for?”

“Well you didn't say what hole…”

Rarity rolled her eyes. “Just thrust away and fuck whatever hole you hit.”

The unicorn could taste the other mare’s enthusiasm and smirked when she felt Twilight lurch forward, her cock impacting Rarity’s puckered hole and slipping inside. She gave a little wiggle, shaking her plot and squeezing Twilight’s cock. “I always thought you were an assmare.”

Twilight stiffened slightly. “So what?”

Rarity giggled. “So nothing, it's just cute.”

Twilight blushed so hard Rarity could feel the heat from Twilight’s face, which only made the hybrid mare giggle harder. The lavender pony shook her head and blushed a little harder, embarrassed and aroused by just how easily Rarity pushed her buttons. The fashionable mare seemed to have some sort of instinctual knowledge of what made the studious pony tick despite the fact that they had only been sort of dating for less than a full twenty four hours.

Rarity gave her hips a wiggle and looked over her shoulder with a sad look. “What, are you done already, my pet?”

Twilight snorted and thrusted forward, sinking several inches of her cock into the mare’s welcoming hole. “Not by a long shot.”

Rarity grunted, feeling the other mare’s cock surge deeper inside her. “Good, I would hate to have to discipline you before we even ate.”

Twilight shivered, a surge of arousal coursing through her the moment she was reminded of just who was in charge. She wasn't sure how or when Rarity had become so dominating and frankly didn't care, as the studious mare had everything she had ever desired and was more than content to simply enjoy it.

The next thrust pushed deep enough that Twilight could feel her medial ring slip past Rarity’s tight hole and plunge deep inside of her. Twilight had assumed she was going fast enough, as she had buried over half her cock into the mare in short order, yet Twilight felt her backside gripped by her lover’s magic. “If you are not going to hurry up, I guess I am just going to have to help you.”

Twilight had less than a second before she felt her ass squeezed and her body shoved forward, forcing her cock deep into Rarity’s body. Inch after inch plunged deeper and in the span of several seconds Twilight found her hips resting against Rarity’s and her cock completely stuffed into the fashionista's surprisingly deep hole.

Elusive/Rarity both sighed in relief, absolutely enthralled by the feeling of fullness granted by Twilight’s mammoth cock. Despite it being much larger than average it seemed natural for the hybrid mare, and it fit inside her with such perfect snugness that she couldn't help but wonder if they had not been made for each other.

Pushing aside the silly notion Rarity grinned eagerly and pressed her ass back against Twilight’s cock, wordlessly urging her on. She didn't have to make any half hearted threats this time around and Twilight eagerly began thrusting away, quickly working into a comfortable rhythm. Well comfortable for Rarity/Elusive anyway, which meant they were going at it like a couple of horny teenagers at a pace that most would find uncontrollably fast.

The distant sounds of the bustling town faded into the background, replaced by the heavy, repeated smack of Twilight’s balls impacting Rarity’s crotch. Accompanied by their eager moans and muttered words which were lost amidst their passion. Reluctance gave way to lust and soon Twilight had forgotten all about the fact that she was currently having sex in the middle of her kitchen, with the windows uncovered and the front door unlocked no less.

Rarity, who never had such qualms, could feel as Twilight slowly let go of the thoughts holding her back and focused entirely on the act, committing herself wholly to the debauchery they committed. Sweat ran down their coats, rendering their showers more or less meaningless in a matter of minutes. There were no fancy maneuvers, no changes in position and hardly a word said, they knew what they wanted, that time was short and refused to waste time with anything fancy.

That was until Rarity heard the sound of approaching footsteps. The sound of footfalls coming from the door was soft, indicating that whomever it was lacked hooves. Before she knew it a spell leaped to the forefront of her mind and without thinking she gave herself to the impulse and cast it in a flash of green edged teal light. Twilight blinked, caught unaware of the strange burst of magic and she looked down only to blink again.

“Rarity?” She mumbled, her mind skipping like a record as the space where Rarity had been was now empty, and yet she could still feel the tight confines of the other mare’s ass gripped around her cock. She could even see her cock sticking straight out from her crotch, floating in mid air.

“Sh, someone’s coming,” Rarity whispered back.

On cue, the door to the library creaked open and the sound of someone breathing deeply could be heard. The footfalls grew closer, revealing the green and purple form of a familiar dragon. “Wow. Who made all this?” Spike wondered, looking at the vast array of food out on display.

Twilight blanched and looked down at the invisible Rarity with terror in her eyes. The other unicorn merely giggled and whispered, “Stay calm, don't give us away.”

Heat flooded Twilight’s face and she nervously shuffled into a slightly more natural standing position, or at least the best one she could manage while still being balls deep in Rarity’s ass. “H-hey Spike! H-h-how was the run?

The young dragon shrugged and plopped down at the table. “Not bad, still got a long way to go though.” Spike pinched his chubby stomach and frowned.

“Well we gotta start somewhere r-right?” Twilight asked with more enthusiasm than what was appropriate.

Spike shrugged. “Yeah I guess… Hey, why are you standing like that?”

Twilight smiled a little too wide and tried to make her stance a little more natural but with Rarity still impaled on her length she could only move an inch or two. “Just… stretching?”

Spike looked at her oddly, noting the bizarrely flushed expression on her surrogate mother’s face. In the end the dragon shrugged and looked down at the table to where an omelette sat covered in his favorite hot sauce. “Hey is this for me?”

“Uh, yeah of course! No one else is here.” Twilight replied, only to receive a swift magical slap across the ass. “Eep!”

Rarity grumbled silently, lamenting the loss of her food but reluctantly admitting it was probably the best cover for the circumstance. Spike didn't seem to notice Twilight’s face flushing with embarrassment or the sound of the unicorn receiving a brief spanking as he was already two mouthfuls deep into the omelette, smiling happily.

Gulping down the large bites he looked over at Twilight with astonishment. “This is really good. Since when have you been able to cook?”

Rarity snickered quietly to herself, drawing an angry huff from the mare still balls deep in her ass. “I err, got some lessons from Rarity actually.”

Spike chuckled. “She must be an amazing cook if she can teach you how to not burn everything. Though I suppose she's got some experience with that from Sweetie Belle.”

Rarity’s eye twitched and she jammed a hoof into her mouth, stifling a giggle that nearly escaped her lips. Which also had the strange effect of making her squeeze down on Twilight’s cock, who in turn nearly jumped at the sudden sensation. A frantic look to Spike assured her the young dragon was completely occupied with his food and didn't seem to notice.

Turning down to her invisible partner Twilight shot her a look of disappointment and annoyance, unaware that she was just staring down at the back of Rarity’s head. “Cut it out, Rarity,” Twilight whispered. “Spike is right there.”

Rarity rolled her eyes and whispered back, “Then try and get rid of him because you are twitching like crazy and it feels sooo good.”

Twilight’s already blushing face turned beat red and she could only sputter a half hearted response as Rarity began to move once more, slowly sliding up and down Twilight’s cock. The lavender mare desperately thought of a way out only to come up with nothing. She couldn't teleport while intimate and she couldn't just push Rarity off her while Spike was mere feet away eating his breakfast. The mare bit her lip and continued to wrack her brain in an attempt to find a way out of this embarrassing situation, to little success.

All while Rarity slowly built up speed, growing used to the odd position she found herself in. She had always been a bit of an exhibitionist at heart but she had never had the gall to truly explore that particular fetish, even if pony society didn't view such an act with the same displeasure as the other races. But now here she was, with Twilight’s twitching cock jammed inside her, while her hips slowly pushing up and down, riding her lover’s dick as much as the position allowed.

Spike seemed oblivious to what was happening mere feet away and was eagerly digging into his omelette and heaping additional fruit on top and covering the entire thing with syrup. Twilight couldn't help to roll her eyes at the sight, despite his own efforts to lose weight he still ate more than anyone she knew and covered just about everything in either hot sauce or syrup. For a moment her own worries were forgotten and she nearly reminded Spike of the diet he was supposedly on, only for Rarity to suddenly throw herself forward and then back with enough force to make the impact of their bodies audible over the sounds of Spike’s feasting.

The dragon blinked, a half eaten piece of cantaloupe hanging from his mouth. “What was that?”

Twilight’s eye twitched. “Nothing! Just uh, sneezed.”

Spike raised an eyebrow. “That sure didn't sound like a sneeze.”

“It was!” Twilight insisted.

“Alright, alright, sheesh.” The dragon turned back to his food, pouring himself a healthy cup of orange juice and downing the whole thing before diggin back into the remnants of his omelete.

Rarity’s smirk grew as she felt Twilight’s cock twitch once more. It seemed like every time the unicorn got embarrassed her cock twitched and grew, which only egged Rarity on further, curious to see just how long her partner could go before she blew her load right in front of her adoptive son. A small part of the fashionista was shocked at just how little she cared about the possibility of being discovered and just how much she seemed to enjoy herself. Even than, it wasn't enough to make her stop or even slow down.

Twilight seemed to realize that her lover wasn't about to stop anytime soon and despite the embarrassment of getting fucked right in front of Spike her cock did not soften. The rush of pleasure surged through her and the distant feeling of her orgasm was coming closer with each passing second. The unicorn bit her lip, trying to push down the pleasurable sensation of her cock getting milked for all it’s worth, but Rarity was an expert and she would not be so easily ignored.

Rarity used her well trained muscles and squeezed down harder while continuing to ride Twilight with the same speed and intensity as they had the night before. Save for this time she was trying to minimize the sound of their love making instead of the other way around. Rendering the soft clap of flesh meeting flesh barely audible over the sound of Spike inhaling what sounded like half the food on the table.

The oblivious dragon slurped down the last of his juice and threw back the rest of his food, barely even chewing before lying back in his chair with a content smile on his face. Meanwhile, Twilight’s face was twitching in ways that probably weren't healthy and her hair was doing that weird split end thing that only happens when she was about to explode, in this instance literally and figuratively.

“Spike! I need you to run an errand for me!” Twilight screeched suddenly, her voice rising far higher than she had wanted.

Spike blinked and cocked his head slightly. “Err, yeah sure Twilight. What do you need?”

“I need a dozen quills and a basket of apples, right now!”

“Err…” The dragon scratched his head and stood up. “Are you sure you are alright, Twilight? Your hairs doing that crazy thing again and that weird sound is back.”

The unicorn’s eyes briefly rolled back into her head and she nearly came right then and there, only narrowly managing to push down the urge. “It's super important, I’ll explain later!”

“You sure you are alright? Your eyeball looks like it's trying to leave your skull.”

“I’ll take away your Grognak the barbarian number one unless you leave right now!” the unicorn shrieked.

Spike put his hands up defensively. “Alright alright, sheesh I’m on it.” He shook his head and turned to the door, mumbling curses under his breath.

Rarity snickered quietly, arching her back and nipping at Twilight’s neck. “You did so well, now are you going to cum for me?”

Twilight let out a sigh of relief and was about to respond when Spike popped back in, a wide smile on his face. “Is Rarity here? I could have sworn-”

Whatever he was about to say was cut off by Twilight who teleported the dragon away in a panicked induced cry of wordless panic. The second the magic left her system the unicorn collapsed onto the back of her invisible mate, her cock ejecting a powerful stream of cum directly into Rarity’s guts. Rope after potent rope of cum shot forth and filled the mare’s ass with the result of their love making.

Elusive and Rarity both moaned as their own orgasm arrived, ushered in by the feeling of getting utterly stuffed with Twilight’s prodigious load. So abundant was the mare’s orgasm that Rarity could hardly tell when one spurt started and another ended. Through the haze of lust she snickered. “I never knew you were an exhibitionist my pet.”

“I never knew I was either,” Twilight replied between whimpers.

Rarity slowly flickered into existence, hardly noticing the fact that nearly Twilight’s entire weight rested firmly on her back. It took nearly a minute for the pair to catch their breath after their respective orgasms to finally die down, allowing them to think straight.

“Would you mind using your own legs, darling?”

Twilight quickly scampered up onto her own four legs, a furious blush spreading across her face. “I am so sorry master.”

“Think nothing of it, pet. Now if you would kindly pull out, my legs are getting tired,” Rarity remarked with a smirk.

“Right away!”

Twilight backpedalled quickly, pulling her cock out of Rarity’s hole with a wet shlop, her now slightly flaccid head heralding a river of cum that splashed onto the wood floor. Rarity sighed in relief, no matter how much she enjoyed being filled it was beginning to feel a little cramped back there.

With more grace than the situation would warrant, Rarity stepped over the small pool and made her way over to the staircase, only stopping at the second step and casting a look of cold detachment over her shoulder. “Would you be a good pet and clean up this mess. Oh and while you are at it make me another omelette? I need to freshen up.”

“Yes, Master Rarity!” Twilight replied happily.

“Oh and darling?”

Twilight blinked. “Yes Rarity?”

Rarity winked with all the flair of a diva. “Great work.” She whispered huskily.

The lavender mare’s cheeks grew bright red and she watched with awe as the mare sasheid her way up the stairs and out of view. For several long seconds she still stared, shaking her head slowly. “I must have saved the princess in another life to have deserved this.”

Twenty minutes later and after another shower, the pair sat down to eat, both too exhausted for anymore steamy glances or obvious flirtations. Elusive had long since drank her fill, gathering enough love to nearly top out a second time in twenty four hours and the changeling was more than happy to let the two unicorns sit and chat while she sat back and watched, content with herself.

The two lovers eagerly devoured their food, though Rarity found that she already felt a little full before she had even taken a bite. Even still, she ate more than enough, somehow able to put away more than Twilight even while she already felt satisfied.

Eventually the food dwindled as did the conversation and Rarity reluctantly moved to leave, much to Twilight’s dismay. “Do you have to go? I was thinking maybe we could go for a walk and maybe do some more lessons.” Twilight pleaded.

Rarity smiled faintly and gently caressed her pet’s chin. “Oh Twilight, I won't be gone for long. Why, if I get all my work done I might even have time for a date night, just you and I.”

“Really?” The lavender mare’s face lit up with wonder and Rarity couldn't help but giggle. Twilight’s almost childlike naivety was endlessly adorable.

“Really really. Just stop by the shop after seven and hopefully I’ll have everything done by then.” Rarity smiled and leaned in, pressing a chaste kiss against Twilight’s lips.

Twilight gently breathed through her nose before opening her eyes after the kiss, an awestruck expression on her face. “Thank you Rarity, I can honestly say I had the best night of my life.”

Rarity blushed. “Oh stop you charmer you.”

“It's true! I’ve never felt so so…” She shook her head and smiled as wide as seemed possible.

The alabaster unicorn giggled behind her hoof. “I know what you mean darling and the feeling is mutual. Now I really must go. Remember, no playing with yourself, you are my property from now on and you can't touch what you don't own.”

Twilight nodded. “Of course master Rarity. Have a great day.”

Rarity turned and opened the door, giving the lavender mare a gentle caress of her tail as she turned. “Later lover.”

When the door closed Twilight sighed, sinking to the floor in a heap of love struck wonder. “She is so amazing,” she muttered to herself, a dopey smile spreading across her face as she stared off into space.

On the other side of the door Rarity giggled like a school girl, doing a giddy little dance. “I can't believe I was so, so… sexy!”

Great work, we really knocked her socks off.

Rarity smirked. Of course! We are the most sensual mare around, after all.

The pair chuckled together while making their way home, thoughts of the last day running through their mind and driving enough heat into their loins that they briefly considered turning back around and convincing Twilight to have a quickie.

On the far side of town the cutie mark crusaders eagerly bounced beside an amused Applejack who just chuckled at the foal’s excitement while keeping her eyes on the train in the distance.

“I can hardly wait!” Apple Bloom squealed.

“Me neither!” Scootaloo added with equal enthusiasm.

“Me neither, neither!” Sweetie Belle added.

Applejack shook her head, looking down at the three bouncing filly’s with barely contained joy. “Well just make sure that somewhere during your time together y'all remember to make her feel welcome, she’ll be out all week after all.”

“Yes, Applejack,” Apple Bloom responded obediently.

“What does she look like, Apple Bloom?” Sweetie asked.

“Hmm. She's got a deep brown coat, like the color of an apple seed, her hair is red kinda like the skin of an apple and she's got green eyes like-”

“The stem of an apple?” Scootaloo asked, incredulously.

“Yeah! How'd you know?” Sweetie and Scootaloo shared a chuckle at Apple Bloom’s expense, giggling as the earth pony blinked in confusion.

“Well would ya look at that, here it comes.” Applejack remarked, drawing all three foal’s attentions up to where the train was steaming into the station.

A sudden frown crossed Sweetie’s face and she glanced over to Apple Bloom. “What’s she like, anyway?”

Apple Bloom scratched her head. “I don't really remember, I only met her when I was real little but she was nice, kinda quiet. One thing I do know is that she's a blank flank, like us!”

The other two foal’s eyes lit up and the exchanged a wide, wonderous glance. “Does that mean what I think it means?” Scootaloo announced.

“I think it does!” Sweetie Belle added.

The three spun around, eyes gleaming as they searched for any sign of the Babs Seed. Scootaloo’s already wide eyes grew larger and she pointed to where a group of ponies had exited the train. “Is that her?”

The other two foals gasped in surprise, only to frown when the steam cleared, revealing a mare of what looked like thirty five pulling a large suitcase. Followed by a mishmash of other adult ponies all making a beeline for the train station exit. Then when the car seemed empty and all hope lost another burst of steam erupted from under the train, obscuring the last pony from view.

“That's gotta be her!” Apple Bloom cried, pointing to the cloud.

The other two ponies gasped and leaned forward as one, holding their breath for when the steam cleared. Sure enough a second later a breeze rolled through and pushed the steam away, allowing the three ponies to get a good look at the pony Apple Bloom described, save for the fact that her hair was a little longer and hung over one eye.

“Yay!” The three ponies cheered before running over to the other filly.

The sole earth pony of the group ran right up the newcomer’s face, not giving her so much as a second to catch her breath before greeting her. “Hiya Babs Seed, it's me! Your cousin Apple Bloom!”

Babs blinked and took a step back. “Oh hey-”

Scootaloo pressed forward, her face mere inches from Babs’. “Are you excited for the best week ever?”

“Well I-”

“Because we are super excited for the best week ever!” Sweetie Belle added with an excited squeal of delight.

“Who are you ponies?” Babs asked, nearly backing up enough to fall off the platform.

“I’m Scootaloo.” The pegasus extended her hoof which Babs nervously bumped.

“My name is Sweetie Belle.”

“Err hi.”

The sole adult chuckled and moved between the foals, granting Babs some room to breathe. “Let's get moseying back to the farm. Don't wanna clutter up the station anymore than we already have.” Applejack nodded to the filly before taking her suitcase in her mouth and walking towards the exit.

“Oh you are going to love this! We made a float for the Summer Sun Celebration!” Apple Bloom announced proudly.

“Yeah and we get to ride on it in the parade!” added Scootaloo.

“And you can too!” Sweetie added.

“I’ve never been in a parade before,” Babs said wistfully, imaging herself riding on top of a giant float and waving down at crowds of ponies.

Scootaloo slipped next to Apple Bloom and whispered in her ear, “We should show her the float first and get her to join the cutie mark crusaders!”

The earth pony’s eyes went wide and she elbowed her friend. “Good idea, Scootaloo, we put so much work into it, there is no way she'd say no!”

“What are you two whisperin about?” Babs asked, raising an eyebrow.

Apple Bloom shrugged. “Nothing! Now come on, there's something I wanna show ya in the barn!”

“Yeah, it's gonna be so awesome!” Scootaloo squealed.

“Wait what?” Sweetie asked.

“No time to explain, last one to the barn is a rotten egg!” Scootaloo took off at a sprint, her tiny wings fluttering as she sprinted towards Sweet Apple Acres.

“Hey no fair!” Sweetie called out after her, sprinting to catch up to the much faster pegasus.

Apple Bloom chuckled and began to run after her friends only to stop and call back to her cousin. “Come on, Babs!”

The earth pony smiled and ran after her cousin and friends. “Right behind ya cus!”

Applejack chuckled and took up the rear, trotting at a decent pace.

The four fillies sat outside the barn, three of them bouncing up and down while the other raised an eyebrow and looked at the barn. “So you gonna show me or what?”

Apple Bloom rolled her eyes. “Duh, just close your eyes first, it's gotta be a surprise!”

Babs blew the hair from her face and closed her eyes. “There.”

The cutie mark crusaders all giggled, and Apple Bloom pushed open the door. The other two fillies quickly took positions and struck a pose. “Alright, open your eyes and witness the amazingness of the official cutie mark crusader float!””

Babs opened her eyes, which quickly grew wide as she looked at the surprisingly well built float. Scootaloo grinned from ear to ear. “As a member of the cutie mark crusaders you’d be able to come and ride with us, it will totally awesome!”

Babs’ wonder at the impressive construction of the float diminished as she was once again pressured to join her cousin’s club. Despite their insistence that she join, it did sound like a good idea to her and she opened her mouth to speak only for two fillies to appear beside her near the door to the barn.

“More like totally funny!” the pink filly remarked, much to the amusement of the grey one who oohed, before joining her pink friend in laughing at the crusaders.

The two walked into the barn haughtily with noses raised and their hoof steps light, as if merely touching the ground of the barn would somehow hurt. The pink scoffed at the float. “What is it? An orange?” The two bullies shared another laugh much to Apple Bloom's annoyance.

The earth pony filly walked up and gently caressed the side of the float. “It's a pumpkin.”

“Obviously, I mean how stupid are you?” Sweetie Belle asked, raising an eyebrow at the stuttering pink mare.

“I am not stupid! Your float is just so ugly I couldn't tell!” The two bullies shared a hoof bump.

Diamond Tiara’s looked back to the door, finally noticing the pony she had walked past mere seconds ago. She elbowed her friend and gestured over to the orange and red earth filly near the exit. “Who’s the new blank flank?”

Babs’ eyes went wide and she used her tail to obscure her cutie markless flank from sight.

Apple Bloom scoffed and walked over to the fillies. “That's my cousin, Babs. She's from Manehatten,” she said, lifting her head proudly at the end.

That got the pink filly’s attention and she looked over to the other filly. “Manehatten huh? Well at least you got something going for you.”

Silver Spoon chuckled. “I suppose you are going to join their stupid little club. What was it called? The cutie markless losers?” She rolled her eyes and shared a mean spirited laugh with her friend.

Bab swallowed hard. “I uh…” She looked over to Apple Bloom, her smile wide and confident, than Scootaloo who had a smug look, and finally to Sweetie Belle who was staring daggers at Silver Spoon and grinding her teeth. The other two fillies were as haughty as ever with Silver Spoon blowing a raspberry at Sweetie Belle while Diamond Tiara smirked.

The lone filly’s face grew tight, a decision was made and with her mind now made up she blew the mane from her eyes. A cruel smile spread across her face and she walked over beside the two bullies. “More like the cutie mark crybabies.”

Diamond Tiara blushed slightly and covered her mouth as she giggled. “Oooh, big city attitude. I like it.” Silver Spoon nodded approvingly, adding her hum of approval.

Emboldened by her acceptance, Babs’ twisted grin grew and she walked over to the float. “Oh yeah, there's more where that came from.” She lined up one of her hooves to one of the wheels supporting the float. “Check this out.” She released her pent up muscles and shattered the center of the wheel.

The wide, surprised faces of the cutie mark crusaders quickly changed into mixed amounts of rage and confusion. “Oh no she didn't!” Scootaloo said, taking a step forward.

“That bitch!” Sweetie Belle muttered under her breath, much to the shock of her friends.

The orange earth pony smirked and walked over to her new friends, head held high. Together the three enjoyed a snicker only to stop when they heard the sound of timber creaking. “Wuh?” she muttered, looking back just in time to see the struts the wheel had been resting on give out, toppling the entire pumpkin forward.

“Wooh!” Apple Bloom yelled, pulling her friends back just before the pumpkin continued rolling.

“What the hay?” someone muttered.

Together the six ponies looked on in horror as the enormous float continued tumbling end over end, rolling down away from the barn, across the field and finally impacting a lone shed and exploding in a heap of timber and debris.

Babs gasped dramatically. “Looks like somepony’s pumpkin just got squashed.” The two other bullies laughed hysterically.

Apple Bloom bristled. “When I tell Applejack-”

Instantly the darker filly trotted up to the other pony, getting close enough their noses nearly touched. “You are gonna tell Applejack what? That you are a big snitch?”

Apple Bloom backpedaled rapidly, falling in beside her friends and trembling in fear. “I-er. Well, you know.”

“That's what I thought.” Babs blew the mane from her face and smirked once again.

“Come on, Babs, you should hang with us.” She threw her nose in the air as her and Silver Spoon moved to flank the other earth pony. “You know, the actually cool ponies. Not these babies.”

Together the three walked away, sharing a laugh as they left. Apple Bloom was forced to look on in defeat as her cousin walked away with two of the cruelest bullies she knew. The earth pony only looked back once, giving her cousin a wide confident smirk.

Apple Bloom teetered back before toppling onto her rump with a thump. “What just happened?”

Scootaloo shook her head. “I think Babs just went to the dark side.”

“We have to tell Applejack!” Sweetie Belle added.

Apple Bloom's eyes went wide and she shook her head. “We are not snitches!”

“Yeah! And we are not babies!” Scootaloo added, crossing her hooves.

“Let's think about this then, what are we going to do?” Sweetie asked.

Scootaloo sighed. “Well for one we gotta clean up what's left of our float.”

“Yeah, I guess. I just wish I knew what changed. She wasn't such a jerk last time she visited!” Apple Bloom scratched her head. “I don't think.”

Sweetie Belle’s eyes lit up. “That's it!”

Scootaloo blinked. “What's it?”

“Change!” Sweetie yelled enthusiastically.

Apple Bloom scratched her head. “Err what?”

“She's a changeling!”

“A change a what now?” the earth pony asked.

“A changeling, really Sweetie Belle?” Scootaloo remarked dryly.

The unicorn rolled her eyes and glared at her winged friend. “Think about it! She wasn't a jerk last time and now all of a sudden she is. She's been replaced!”

Scootaloo rolled her eyes. “That's ridiculous, why would they replace some random filly?”

“Okay time out what the hays a changeling?” Apple Bloom asked, much to the confusion of her friends.

“You know, those evil monsters that tried to stop the wedding a couple weeks ago,” Sweetie Belle explained.

“Oh yeah, sorry girls, got quite the bonk on the head during that whole fiasco,” Apple Bloom said with a shrug.

Scootaloo rolled her eyes. “Everything is changelings with you lately, what's your deal?”

Sweetie Belle fumed, stomping up to her friend. “They are evil monsters that almost captured the princesses and almost destroyed Equestria!”

“Okay now that is just ridiculous. How would the changelings destroy Equestria?” Scootaloo jabbed her hoof into the other filly’s chest. “Huh?”

The unicorn rolled her eyes. “If they killed the princesses who would move the sun and the moon? It was midday when it happened, think about it! We would all burn up eventually!”

Scootaloo gulped. “Oh yeah.”

“Just cus Babs is acting a little weird it doesn't mean she's a changeleen,” Apple Bloom remarked.

“Changeling!” the other two yelled back.

Apple Bloom rolled her eyes. “Whatever, you know what I mean.”

“I guess, but why do you think she's a changeling? She might just be having a bad day or something,” Scootaloo said with a shrug.

Sweetie belle rolled her eyes. “Think about it girls. The wedding craziness happens and then boom, she comes out here with a letter telling Apple Bloom she's coming out a day later. Doesn't that sound a little weird?”

Apple Bloom scratched her head. “Ah guess so, that side a the family always did like giving a whole months notice afore showing up.”

Scootaloo frowned. “Okay, so she might be a changeling but how do we prove it? It's not like we can go up to her and say. ‘Please mister changeling, reveal yourself to the world.’”

Sweetie Belle rubbed her chin. “Hmmm.” After a moment of thinking she suddenly sat bolt upright, her hoof raised triumphantly. “I got it!”

“Well go on smartypants,” Scootaloo quipped.

Sweetie Belle blew a raspberry at the filly before launching into her explanation. “Using a disguise is gotta be like a spell right? And when I asked Twilight about illusion spells, she said that the caster has to hold them.”

“Like in their hooves?” Apple Bloom asked.

Sweetie Belle rolled her eyes. “No like with your horn. She said that to dispel the illusion you just gotta startle the caster!”

“How are we gonna scare a changeling? We are about as scary as a pack of sheep,” Scootaloo said dryly.

Apple Bloom shivered, glancing over to the field the sheep grazed in. “I dunno about that, sheep are mighty creepy in the middle of the night.”

Scootaloo snorted. “Alright, well how are we going to do it than?”

Sweetie Belle scratched the back of her neck. “I dunno. But we gotta try something, you girls got any ideas?”

Scootaloo shook her head. “I got nothin.”

Apple Bloom perked up. “You know what always scares me?”

“Clowns?”

“Sheep?”

“Granny Smith’s breath?”

Apple Bloom facehoofed. “Well yeah but that's not what I meant.” She shook her head. “I meant horror movies!”

Scootaloo tapped her chin. “Oh yeah.”

“So all we gotta do is get her to watch the movie and be there with a camera!” The other two ponies grinned.

“Great idea!”

“Let's go!”

Much later, at sugar cube corner.

Sweetie Belle groaned and rubbed her head. “I still can't believe she wasn't scared by that movie, Silver Spoon nearly wet herself.”

Scootaloo shivered. “I can't believe the monster popped out of that guy’s chest.”

“I can't believe she stole my popcorn,” Apple Bloom muttered, staring at the floor.

Sweetie Belle sighed. “Alright, so the movie didn't work, neither did the library.”

Scootaloo snorted. “I can't believe she didn't let us borrow any real books. How were we supposed to scare them with a book of fairy tales.”

Apple Bloom frowned. “I can't believe she stole the book anyway. Ah wanted to read that book, darnit.”

“And that costume thing was ridiculous.” Scootaloo jabbed a hoof at Sweetie Belle. “I can't believe you were scared of one of Rarity’s fancy dresses.”

Sweetie Belle shivered. “It had so many bells.”

“Alright girls, new plan.” Scootaloo slumped. “Anypony got one?”

Sweetie Belle opened her mouth and raised her hoof only to wilt, sinking back into her seat. “No.”

They all sighed, staring at the table and ignoring the hustle and bustle of the busy bakery. “What's with all the frowny faces?” All three ponies turned to see Pinkie peeking over the top of their booth.

“We were trying to- oof.” Apple Bloom winced, looking over to a scowling Sweetie Belle. “Er, right. Nothing. Today just sucks.”

“Well maybe a milkshake would help turn those frowns upside down. What do you say?” Pinkie said with a smile.

“Err thanks, but we don't have any bits on us,” Scootaloo remarked.

Pinkie Pie laughed and waved a hoof. “Don't worry about it, it's on the house.” She ducked down and vanished behind the booth before appearing a second later with a pad of paper in one hoof and a quill in the other. “So, what'll you have?”

“Strawberry!”

“Cholate!”

“Vanilla!”

Pinkie Pie chuckled and put away the quill and paper without writing anything. “One usual, coming right up!”

The three fillies sat silently, all collectively wondering what they could do next. Babs and her goons always seemed one step ahead of them and Babs herself seemed unshakable. The sheer amount of times that she popped up out of nowhere, ready to ruin their plans was uncanny and by the end of it Apple Bloom and Sweetie Belle were utterly convinced that the earth pony’s cousin was indeed a changeling. How else could they explain just how good the bully’s timing was.

As they sat and thought Sweetie Belle glanced out the window and caught a glimpse of someone that made her heart drop and a groan escape her lips. Scootaloo perked up and looked over to her friend. “What’s wrong, is she back?”

Sweetie Belle sighed. “Yeah, and she brought her goons with her.”

Apple Bloom pressed her face against the table and groaned. “Why can't she leave us alone?”

Scootaloo frowned. “I hope she doesn't steal my milkshake, I was looking forward to that.” Apple Bloom nodded as well.

Sweetie Belle’s eyes suddenly flew open and she ran towards the kitchen. “Be right back!” she shouted back to her friends.

The other two ponies shared a glance before merely shrugging.

Sweetie Belle sprinted over to the door of the kitchen and knocked. “Psst, Pinkie! Are you in there?” she whispered.

The door creaked open, revealing a confused looking Pinkie Pie. “Oh, hey Sweetie Belle. Shakes are almost up, just had to chop some fresh strawberries.”

“I was wondering if you wouldn't mind doing a favor for me?”

Pinkie Pie blinked. “Sure Sweetie, what's up? If it's asking for more toppings you know I always load em up!”

The unicorn shook her head and leaned forward. “It's a secret, I was wondering if you could…” She whispered into the older pony’s ear for several seconds before pulling back.

Pinkie Pie cocked her head. “Are you sure? That doesn't sound like it would taste very good in a milkshake.”

The unicorn nodded enthusiastically. “Trust me.”

PInkie Pie’s stare lasted a second longer before shrugging. “Okie dokie lokie!”

Sweetie Belle rubbed her forehooves together and cackled as maniacally as she could, which came out sounding more like a childish giggle than anything, but she tried.

The other two cutie mark crusaders watched as Sweetie Belle strutted back to their table, a huge creepy grin on her face. Apple Bloom shuffled over, making room for her friend. “What's with the weird face?”

Sweetie Belle’s smirked. “You'll see, just don't try the milkshakes until I say, okay?”

Apple Bloom sighed. “Like it even matters, Babs just walked in.”

Scootaloo frowned. “Augh, and they are coming over here.”

Sweetie Belle’s smirk faded and she glanced over at the three bullies as they strutted over to their table. “Hey babies, what are you doing?” Babs asked, pulling up a chair.

Diamond Tiara pulled up her own chair as well. “Probably sitting here crying.” The three giggled, exchanging hoof bumps.

Scootaloo crossed her hooves. “We were not!” That only made the three bullies laugh harder.

“I bet you were just crying your eyes out, you big babies,” Babs added.

Apple Bloom slumped, mumbling to herself, “I wish I wasn't related to you.”

The orange earth pony’s eyes narrowed and she leaned forward. “What did you say, cus?”

“I said-”

“Milkshakes are here!” Pinkie Pie shouted, distracting all six ponies and drawing their attention to the three milkshakes that slid across the table. “Is there anything else I can get you three?” Pinkie asked, gesturing down to the three bullies.

Scootaloo shook her head. “No, that's everything. Thanks Pinkie.”

The pink pony’s smile wavered. “Are you sure?”

Sweetie Belle nodded. “Yup.”

“Well alright,” Pinkie muttered before turning and disappearing back into the kitchen.

Babs raised an eyebrow and pointed to the milkshakes. “What did you get us?”

“These are our milkshakes, don't you dare!” Scootaloo reached out to grab her shake only to find her limbs grasping empty air as the table spun around. “Hey!”

“Nice one, Babs,” Diamond Tiara congratulated, giving her fellow bully a hoof bump before pulling one of the milkshakes closer.

“Yeah, nice one Babs,” Silver Spoon added.

“No problem girls.” Babs grabbed the last milkshake and pulled it close, smirking as she watched the other three ponies silently fume.

Apple Bloom’s eye twitched and she suddenly stood up in her seat. “That's it! I’m gonna-” Sweetie Belle yanked her back into her seat and stuffed a hoof in her mouth.

“Shh, trust me!” she whispered.

Babs chuckled. “You better listen to your little friend, cus. Don't want you getting hurt.”

The three bullies shared one last round of mean spirited laughter before all taking a deep sip of their stolen milkshakes. All at once the three bullies eyes went wide, Babs gagged and gripped her throat in both hooves as her face instantly flushed. Diamond Tiara’s face lit up like up and began violently coughing while Silver Spoon’s face began contorting into odd, strained expressions, her entire body stock still.

“Eesh, what did you put in there?” Apple Bloom asked, watching as Babs fell off her chair and began scraping her tongue with her hoof.

Sweetie Belle smirked. “Just a bit of Pinkie’s favorite hot sauce.”

Scootaloo winced, watching as Diamond Tiara’s face screwed up in rage only to turn and run over to a neighboring table and steal a glass of water out of a pony’s hand and gulp the entire thing. Apple Bloom snickered while she watched Silver Spoon’s face shift from one bizarre expression to the next. “This is too funny, anypony got a camera?”

“I wish.” Sweetie mumbled, her gaze falling over the one bully left sitting at the table. “You alright, Silver? You are looking a little… green.”

The filly’s eyes shot wide and looked down where the dull glow of green fire was spreading up from her hooves. “No no no!” The filly squeezed her eyes shut and tried to focus but it was already too late, the crowd that had begun to gather when the two fillies began running around demanding water all turned and looked at the source of the odd green light and under their intense scrutiny the changeling’s disguise shattered.

The small, flickering flames that were barely held at bay suddenly surged to life, shooting up the filly’s body and washing away her dull grey fur and replacing it with the shiny black chitin of a changeling. The three fillies gasped, followed by the rest of the bakery. All eyes rested firmly on the terrified changeling standing stock still in the center of the crowd.

The changeling wasn't much bigger than the pony they had disguised as and upon closer inspection her carapace wasn't quite black but actually a shade or two closer to grey. Her purple eyes were replaced with the irisless blue of a changeling and though no wings adorned its back a small knife like horn protruded from its head.

The silence held for several tense moments before a mare suddenly screamed, followed by a cry of panic. “Changeling!” Somepony screamed.

The bakery exploded with the sound of hooves, some running towards the terrified changeling while the majority sprinted towards the nearest exit. The changeling used the brief moment of utter panic to leap from their chair and duck beneath the panicked hooves of an earth pony stallion, quickly vanishing into the sea of ponies. “It's getting away!” Sweetie Belle shouted, giving chase to the runaway shapeshifter.

During the cacophony of sound Diamond Tiara and Babs tried to sneak away, slipping under the odd pony and making their way to the door. Only for a large earth pony mare to stop and point at the pair. “It's them! They came in with the changeling!”

“Get em!” another voice yelled.

The two filly’s screamed and ran for the door only to be grabbed at the last second, a wiry unicorn stallion grabbing Babs with his magic while a surprisingly nimble pegasus mare grabbed Diamond Tiara. “Let us go!” The filly shrieked, thrashing in the older mare’s grip.

“Not till the guard gets here and figures out if your a changeling!” the mare yelled back.

Scootaloo stood atop the booth, searching the crowd for any sign of their friend. Apple Bloom nervously looked around, watching as the bakery quieted down once more with only a couple ponies left, most of which were surrounding a still thrashing Diamond Tiara and a dull, empty eyed Babs that floated just over head.

“You see them Scootaloo?” Apple Bloom asked nervously.

Scootaloo shook her head. “Nothing, it's like they are just gone.”

In the kitchen and away from the panicked cries and rushing hooves, two beings squared off, one a terrified changeling the other an angry unicorn filly, her horn alight with power. “Don't even think of running, monster!” She snarled, advancing on the cornered changeling with rage in her heart.

The shapeshifter backpedaled until her rump impacted the wall, her eyes going wide and filling with panic. “I didn't hurt anypony, please let me go!”

“As if I would believe changeling lies! Tell me, what did you do with the real SIlver Spoon!” Sweetie Belle shouted.

“I am Silver Spoon!” the changeling shouted back.

“Liar!” Sweetie Belle lifted her hoof, intent on hitting the terrified shapeshifter in the eye.

The changeling was much faster than the filly however and even in its terrified state it had enough presence of mind to leap forward and to the right, evading the filly’s attack and slipping past her in one smooth movement. Sweetie Belle was in hot pursuit and the changeling only managed a few steps before she felt something grab her tail and hold on tight. She spun around and gritted her teeth, finding the unicorn grabbing onto her miniscule tail with both hooves. “The changeling is in here, help!” Sweetie Belle screamed.

“I heard something, it was coming from the kitchen!” a masculine voice yelled from the other room.

The changeling pushed her hooves as hard as she could but the filly was holding on tight and wouldn't allow the shapeshifter to gain an inch. With a sigh she looked over her shoulder. “I’m sorry Sweetie Belle.”

“Wha-? AH!” Sweetie Belle recoiled, trying to dodge a sudden burst of green energy aimed directly at her face. Despite abandoning her hold on the changeling’s tail she was still caught completely unaware and though she managed to almost dodge it, the bolt still clipped her ear, punching a perfectly round hole in the soft flesh.

A stallion burst into the kitchen just in time to catch a fleeting glimpse of the changeling’s tail as it bolted out of the back door and into the alley. “Stay with the filly, I’m on it!”

A second stallion entered and nodded his ascent. “Good luck.”

The first one smirked. “Like I need luck.” Then in a flash of crimson he was gone.

The second stallion shook his head and slowly approached the crying filly. Sweetie Belle wailed in pain, her hooves gripping her injured ear. Her eyes were squeezed shut and her body curled up into a ball, drawing a sigh of pity from the older pony.

“You did a very courageous thing today little one, you should be proud.” The stallion leaned down and extended his hoof.

Sweetie Belle cracked open one eye. “Who are you?” she whispered.

The unicorn stallion smiled and extended his hoof a little closer. “My name is Comet Storm. Why don't you get up and come with me, they called the guard and I'm sure a medic will be here soon.”

The filly looked the other stallion up and down appraisingly, searching for any sign of duplicity. His brown coat was immaculately kept, along with his flowing white mane and tail and a picture of three comets adorned his flank. Slowly Sweetie Belle released the hold she had on her injured ear and reached for the stallion’s hoof.

“There we are.” Comet storm pulled her up, flashing her a wide, confident smile. “I must ask though, what made you chase after that changeling? They are dangerous creatures to deal with, especially for a filly.”

Sweetie Belle frowned. “I was in Canterlot at the wedding, I saw what those nasty bugs did. I just didn't want them to hurt anypony else.”

The stallion chuckled, roughling the filly’s mane. “That's very noble of you. Say, if you ever see anymore of those nasty bugs again you come tell me okay? I’m at the observatory just outside of town. Just make sure to come with an adult or send me a letter because it's near the Everfree.”

The filly nodded confidently, happy to have finally found someone that disliked changeling as much as her. “Thanks mister.”

Comet smiled. “No problem little one, come on now. We better get back, I’m sure the guard is here by now.”

The filly followed Comet closely, peeking around him as they entered the main area of the bakery, still half expecting another changeling to have appeared ready to blast her. Only to see the bright coats and less than bright faces of various ponies filling the eating area. Most huddled around the back, where Scootaloo stood on top of the booth, waving at her.

“Hey, Sweetie Belle! Are you alright?” the pegasus shouted, managing to barely pierce the low murmur of conversation that filled the room.

Sweetie trotted over and pointed at her wounded ear. “Is the guard here yet? That changeling shot my ear.”

Scootaloo and Apple Bloom both winced at the sight, though there was little blood there was a small, nearly bit sized hole clean through the filly’s right ear right near the edge. “Eesh. Does it hurt?”

The unicorn sniffed. “Yeah…”

“Let me go you oaf! I am not a changeling! When my daddy hears about this you are going to get sued into the stone age you hear me? The stone age!” Diamond Tiara thrashed in mid air, the field of blue magic continuing to hold her aloft with little difficulty.

Sweetie Belle walked over to the booth and gestured to the scene playing out before them. The pink earth pony filly was still yelling and thrashing while Babs had long since given up and just stood in a corner, her eyes glazed over and her ears pinned to the back of her head.

Apple Bloom frowned. “Everypony thinks there changelings but I’m not so sure.”

“Why not?” Sweetie asked.

“Well they drank the hot sauce same as Silver, err, the changeling, and they seem fine.” She winced as Diamond Tiara’s scream to a new, somehow even higher pitch. “Well, relatively anyway.”

Scootaloo shook her head. “I don't know about this Sweetie Belle, it was one thing to chase the changeling but this just seems wrong.”

The pain in her ear slowly dulled and shame seemed to bubble up to replace it. “Yeah…” she mumbled, her eyes drawn to the distant look on Babs’ face.

The door to the bakery swung open and the clank of armor drew the crowd’s attention to where two guards and Twilight Sparkle now stood. The two guards were both mares that looked nearly identical in their gold armor, save for the fact that one had a box with a red cross strapped to one flank while the other did not. While the guard’s held firm to a mask of indifference, Twilight Sparkle was a different story and her eyes were wide as she scanned the room.

Pinkie’s head poked out from under the counter and upon seeing her friend, she wiped the sweat from her brow. “Oh thank goodness you are here, Twilight.”

Twilight finished her inspection and pointed to the back, where Sweetie was clutching her ear. “Go to the filly, she seems hurt. And you, secure the perimeter and lock down the doors.” The guards hesitated for a moment before nodding and doing as instructed. Twilight turned to her earth pony friend, her anger wilting at the sight of Pinkie’s tear streaked face and straight hair. “What happened Pinkie?”

The earth pony sniffed and wiped her face with a hoof. “It was horrible Twilight. This changeling got ousted right in front of everypony, then those mean Equestria First ponies chased her!” She shook her head and pointed her hoof at the pony floating in the air, still cursing and thrashing. “Worse, I think, they think those two are changelings.”

Twilight frowned. “Thanks, Pinkie Pie. Why don't you bring out some cupcakes for everyone? Maybe that might calm everypony down.”

Pinkie’s hair leaped up into an approximation of its usual shape and the earth pony nodded. “Good thinkin, Twi!”

The librarian made her way over to the back of the bakery, nodding approvingly at the sight of Sweetie Belle retrieving some medical assistance while the rest of the group of ponies was pushed back. “Dismiss that levitation field.” The unicorn barked, glaring at the teal stallion.

The pony opened his mouth to speak but wisely closed it and gulped, placing the filly back on the ground before letting his horn dim. The filly, now with hooves under her, lifted her nose into the air and tsked. “Don't think you've gotten away with anything, my daddy is still going to hear of this.”

Twilight sighed and lowered herself to the filly’s height. “Diamond Tiara, right? Your father’s name is Filthy Rich?”

“That's right!”

“Look, I’m going to need you to hold still for just a second okay?”

The filly looked the mare up and down before nodding. “Alright, but this better not hurt!”

Twilight chuckled. “You won't feel a thing.”

The filly huffed and lifted her nose into the air but didn't move further than that. Twilight lit her horn and pointed it at the filly, for a moment the power built before two runic circles appeared above the back of the filly’s head. The circles turned for a moment, various arcane symbols flashing and and dimming seemingly at random before finally dissipating completely. The unicorn closed her eyes for a second before nodding.

“She's not a changeling.”

The crowd breathed a sigh of relief while the filly just rolled her eyes. “Duh, I can go now, right?”

Twilight frowned. “We just need to sweep the area first before you can go but you can wait by the door and I’ll instruct sergeant Wind Snare to let you out once she gets back.”

The filly seemed uncertain but reluctantly sighed and walked over to the door. “Well you better hurry, daddy expected me home twenty minutes ago.”

“What about this one? She’s been acting mighty strange,” somepony asked, while pointing at Babs.

Twilight walked over to the filly and lowered herself once more, her sad, pity filled eyes staring into the glassy, distant ones of the filly. “Are you alright? They didn't hurt you did they?”

The filly shook her head but said nothing. Twilight frowned and lit her horn before quickly scanning the filly and confirming that was indeed the truth. Next she lit her horn again and once more the twin circles flashed into being. The crowd watched in anticipation while Twilight used her magic, eager to learn if they had valiantly detained a changeling or roughed up an innocent filly. After a few seconds longer than last time the circles finally dimmed before disappearing entirely.

The filly’s distant, glassy eyes faded, replaced by twin pools of endless sadness that stared deep into Twilight’s soul. Twilight sighed and was about to say something before she smiled at the filly. “She's a pony.”

“Then why did the spell take so long?” Sweetie Belle asked, before wincing as the medic pulled her back down into a sitting position.

Twilight stood back up, her back cracking audibly as she got back to her hooves. “The spell is still experimental and takes longer or shorter depending on the pony.”

Apple Bloom breathed a sigh of relief and trotted over to her cousin, pulling her into a tight hug. “I’m sorry about the hot sauce.”

The filly stiffened before hugging her cousin back. “I’m sorry I was such a jerk, ah just didn't wanna be the one getting bullied… again.”

“It's okay, Babs, I’m sure the others forgive you to.” The filly broke the hug and looked to her friends expectedly.

Scootaloo nodded from her perch atop the booth. “I forgive you, sorry about pushing you to join our club so much.”

She looked down to Sweetie Belle whose face was drawn tight, her eyes down and avoiding the touching scene playing out before her. “Sweetie, don't you have something to say?” Twilight asked, gently.

The filly sighed before finally looking up at Bab’s expectant face. “I forgive you, on one condition.”

Babs gulped. “Anythin.”

Sweetie grinned. “You gotta join the cutie mark crusa-ow. Hey.”

The medic grunted. “I told you not to move.”

Babs Seed chuckled. “Of course I’ll join you girls.”

Apple Bloom pulled her cousin into another bone crushing hug. “This is going to be so awesome, and we still have three weeks before you gotta go back.”

Scootaloo jumped from her perch, her tiny wings buzzing and enabling her a soft landing. “Yeah, we still got time to make a new float!”

Babs winced. “Sorry about that, by the way.”

Apple Bloom shrugged. “Don't worry about it Babs, making the float was the funnest part, and now we get to do it again with another pair of hooves to help!”

The other cutie mark crusaders all nodded, drawing a tear from the Manehatten filly. “You girls are the best.”

Scootaloo brushed some non existent dirt from her shoulder and smirked. “Yeah, we know.”

The four ponies shared a giggle and made their way over to the door where Twilight was talking with the two guards in a hushed tone. After a few seconds of tense silence in which the crowd had begun to grow antsy, the unicorn finally turned around and nodded. “There are no changelings in the area but before I let you go, make sure you report changeling sightings to the guard first. They are free peoples and cannot be detained but the guard would still like to question any you see.”

With that said she stepped aside and opened the door, allowing the ponies to finally leave. Twilight smiled at the four fillies who beamed back, before following the adults outside and off towards what looked like Sweet Apple Acres. Twilight closed the door and shook her head. “That was close, I didn't think there were any left after the initial scanning.”

The medic frowned. “They have gotten remarkably good at dodging the scanning spell and the blanket one isn't strong enough to do much other than just tell us that there are changelings around.”

The other guard shouldered the spear she had hidden near the door and removed her helmet. “Thanks for your help, Twilight. Is there anything else you require assistance with?”

“No, it should be fine from here. Just don't forget to follow up on the trail out back. While you were helping Sweetie Belle and securing the area Pinkie mentioned how the changeling had been briefly cornered in the kitchen before taking out the back and vanishing.”

The guards both nodded. “Right. Thanks again.” The pair turned and left, leaving Twilight alone with a rather exhausted looking Pinkie Pie.

“Wowee, am I glad that's over with.”

Twilight slumped into a nearby chair and laid her head on the table. “You are telling me, I could hardly walk when they decided to ‘summon’ me.” The unicorn shook her head.

Pinkie Pie raised an eyebrow. “Whysat? Busy night?”

Twilight chuckled. “I guess you could say that.”

The earth pony smiled knowingly, her grin growing smug. “Oh, sompony I know?”

Twilight blushed and covered her face with her hooves. “Maybe.”

Pinkie giggled and gave Twilight a quick hug. “Well I’m happy for you Twilight, it seems like the town has you running all over the place recently with all this changeling business.”

The unicorn sighed. “Yeah… it's been harsh. Between the peace talks, the general panic of the wedding and everyday chaos of a normal day in Ponyville if I didn't know any better I would have assumed Discord was free.”

“Hehe, yeah.” The pair sighed before Twilight turned to the door.

“Thanks for your help keeping everypony calm, speaking of which did you happen to-”

“Of course I saved one for you!” Pinkie tossed a cupcake at the mare, who easily caught it in her magic.

“Thanks Pinkie, see ya later!”

Just like that Pinkie was alone, with an empty bakery. “I better get my patooty in gear before the Cakes get back!”

In a flash the pink mare was gone, vanishing into the kitchen and quickly setting about making up for lost time. Pots pans and cook books went flying and within seconds Pinkie stood before the counter, with every ingredient she would need laid out before her. Something was different this time though and instead of jumping right into the recipe she stopped and merely stared at the cookbook. Her mind had begun to wander again and she couldn't help but sigh, the memory of the terrified expression on the changeling’s face flashing through her mind.

Sympathy was a surprisingly painful feeling and was not easily subdued, and it swirled togther with several other complicated emotions, distracting the pink mare. From the rage she could feel emanating from Sweetie Belle to the confusion and panic that was clear across the changeling’s face and finally to the swirling miasma of confused anger that erupted from the crowd of ponies. It had all nearly overwhelmed the empathetic mare and left her a sad wreck of a pony.

She pushed the cook book closed and trotted out of the kitchen before turning the open sign over. She hated doing this, closing early was not something the cakes liked to do but with the last crowd being driven away and a general feeling of paranoia overcoming the town she knew business would be slow if not non existent. So with a reluctant sigh the mare exited the shop and closed the door behind her, hoping the cakes would be back soon so at least it wouldn't stay closed for long.

Closing early was not something the pink pony enjoyed at all, but even that paled in comparison to what she new she had to do next. With a one last sigh, the mare picked up her hooves and began trotting down the dirt road towards the distant shape of carousel boutique, a frown firmly on her lips. Explaining what happened at the bakery to Mrs cake wasn't going to be fun, and neither what was going to happen before that.

Rarity and Elusive both sat staring at the same piece of fabric while twisting it this way and that. No that's not quite right, what if we… huh. Elusive shrugged their shoulders, baffled by the set of instructions they had received from their customer.

My sentiments exactly darling. Rarity thought back.

The dress was large, made for a mare easily a head taller than Rarity but it had not been designed for a mare that size and the pattern had to be exaggerated to fit, which made it lose all its original charm. The changeling hybrid couldn't quite put her hoof on why though other than the fact that everything just seemed a touch too big. “Maybe just adding more flower designs but make them smaller?” Rarity asked the empty room.

She frowned and put the piece back down, not overly concerned by being stumped as she did have more than a week to complete the relatively simple dress. Her possible solution could work but it would require some redesign and perhaps even scrapping what she had made so far and she was reluctant to do that without trying everything else she could think of. She pushed herself away from her work desk and made her way over to the kitchen and poured herself a glass of water.

Elusive gently pushed the stressful thoughts from their mind and sent a calm wave of energy through their body. Rarity sighed and put the empty cup back down, something about a cold glass of water always put her mind at ease. Now with a fresh surge of determination she turned back to her work room only to stop when she heard a knock at her door, followed by the creek of it opening.

“Rarity, are you busy?” a subdued voice whispered.

The hybrid blinked and turned to the door. “Pinkie?”

The earth pony nodded. “I uh, was just wondering if you had a minute to talk?”

They didn't even need Elusive’s ability to taste emotions to know something was wrong with Rarity’s friend. Her usually bouncing mane was somewhat deflated but wasn't completely straight and even her bright blue eyes seemed dull. “Of course, whatever is the matter darling?” Rarity inquired.

The earth pony sighed and pawed the floor with a hoof. “Have you noticed anything strange with Sweetie Belle?”

Rarity frowned. “A little, why?”

Pinkie Pie frowned. “Something happened today, something bad.” she looked around at the wide open boutique. “Can we talk somewhere else?”

Rarity blinked. “Oh, of course, of course.” She ushered the pink mare through the kitchen door and into the confines of the breakfast nook. “Is there anything I can get you?”

Pinkie shook her head only to stop. “What color of tea is supposed to help you go to sleep?”

The unicorn chuckled. “Green tea.”

“Yeah, I’ll have a cup of that, if you have any.”

Rarity shot her strange look but ultimately nodded. “Of course, it might take a bit for the water to boil though.”

Pinkie sighed. “Yeah that's okay, I suppose I should give you some background anyway.”

“She didn't do anything bad did she? I know one of Apple Bloom’s cousins was coming out but I haven't heard a peep from since she left to go welcome… Babs, was it?”

“Yeah.” PInkie sighed, deflating somewhat as she did. “Before I tell you, I have to ask you something personal.”

Rarity rolled her eyes as she placed the kettle on the stove and turning it up. “Fire away, as they say.”

“What do you think of changelings?”

Rarity stopped and blinked, the container of tea sitting suspended in the air. “Why do you ask?”

“It's just important, please?” Pinkie pleaded, breaking out her best watery puppy dog eyes.

The unicorn sighed while her changeling half gulped, preparing for the worst. “They can't help who they are and although wrecking such a gorgeous wedding is a travesty, I can hardly blame them if what Celestia said was true.”

Elusive stopped her paranoid train of thought and quickly dug through Rarity’s memory, trying to find when Princess Celestia of all ponies would defend them. Sure enough a second later the image of Celestia standing over a guilt ridden Rainbow Dash leapt to mind.

“Rainbow Dash, I will not tolerate such vile words in my presence,”tThe solar princess remarked, staring down at the cowering pony with righteous indignation.

“But it's true! They deserve-”

Celestia stomped her hoof, sending a shudder through the cowering pony. “They deserve life, a chance to love and the opportunity to live outside of their despot’s rule. They are sentient creatures, Rainbow Dash, you best remember that.”

The pegasus scowled. “But!-”

Applejack stepped in and hoisted Rainbow Dash up. “If I may be so bold your majesty, I think were all just a might bit confused. If they are capable of being kind and whatnot like you said, then why ruin the wedding and attack everypony?”

Celestia sighed. “This may sound strange to one as young as you but not everyone is afforded the same luxuries that we are.” She swept her hoof out across the horizon, beyond the walls of the throne room they found themselves in. “Out there, many beings still struggle for survival, barely able to meet their most basic of needs. These monsters as you label them, are merely another group of outsiders that do not have what we have.”

“Err right, but I think what Rainbow is really trying to say is that even if they needed something why not ask instead of just trying to take? Sounds awful cruel to not at least try and be diplomatic or what have you.”

“Yeah! If they can be nice and whatever than why didn't they?” Rainbow added, jabbing a hoof at the solar alicorn.

“Simply put, they were starving.”

Rainbow scratched her head. “So they were a little hungry, so what?”

Elusive’s blood boiled as the memory flashed through her mind and she made a mental note of just how hateful Rainbow Dash and her earth pony friend truly were. Even then, with righteous indignation flowing through her, the changeling couldn't help but feel guilty as the memory played out. She had a very minor part to play during the invasion and didn't actually participate, but after seeing and feeling just how distraught these ponies had become she couldn't help but empathize.

The alicorn’s face grew tight and her jaw clenched. “Not hungry, starving. Wasting away, little left but skin and bones. You, who have been born into the thousand year summer of peace do not understand what it means to starve. To find no food to fill your belly for weeks or even months and though I pray you never know the feeling I hope you can learn to empathize.”

Elusive dismissed the memory and tried to push the scowl that threatened to come to their face. The memory had only taken a second but it had distracted Rarity enough that she shook her head. Pinkie Pie had watched as Rarity’s eyes glassed over for a second before returning to the present. The pink pony didn't quite seem convinced though and somehow Rarity knew that the earth pony didn't really understand the lesson Celestia had tried to impart to them those many weeks ago.

“Yes well, like I was saying. I may not look like the type of pony but I have done a fair amount of volunteering in my time and even worked in Manehatten for a month when I was much younger.”

Pinkie perked up, leaning closer to the unicorn. “Really, what did you do?”

The unicorn sighed. “I worked in a soup kitchen, it was a depressing and miserable place but it taught me a lot. One thing that I will remember until my final day was the day when a pony named Cold Runner came in.”

Pinkie shuffled a little closer, staring intently into Rarity’s eyes. “It seemed like a normal enough day and I was on till duty. Which really just meant I hoofed out the soup. When it came time to serve Cold Runner something strange happened.”

PInkie’s wide attentive eyes grew even larger. “What happened?”

“He tried to rob me.” Rarity stated calmly, taking the tea from the heat and pouring boiling water into the waiting cups. The unicorn turned and placed the cups on the table before squeezing into the breakfast nook across from Pinkie.

“What happened then? Why would he rob you?” Pinkie Pie asked.

Rarity sighed. “He was an… odd stallion. One whose fits of paranoia were well known and he was convinced we were going to close forever soon and thus was trying to steal the last of the soup for the day in an attempt to hoard it.”

Pinkie blinked. “But you weren't going to close, right?”

Rarity chuckled, blowing gently on her tea before giving a small swirl with her spoon. “Of course not, no soup kitchen has ever closed unless there are no homeless or hungry ponies left to serve.” She shook her head. “Anyway, after I understood what he was trying to do and why, I was left baffled. The tiny knife he held in his hooves didn't even look sharp and there was always at least one guard nearby and yet here he was. Trying to steal soup from a soup kitchen.”

Pinkie Pie sipped her tea, listening attentively. Rarity took a sip as well before launching back into her story. “It was then that I realized what starvation truly does to a pony. It's not just something physical, but mental as well. Starving changes something in a pony’s minds and makes them do things they wouldn't normally do and ever since I have made it a goal of mine to feed anypony who needed it.”

Pinkie Pie wiped away a tear and sniffed. “What happened to Cold Runner?”

Rarity smiled. “After taking to the local magistrate he agreed not to press charges and assured me that Cold Runner would get the help he needed.”

Pinkie Pie smiled. “That's nice, thank you Rarity.”

The unicorn blinked. “For what?”

The pink pony took one of Rarity’s hooves in both of hers and squeezed gently. “For reminding me of all the good amidst the ick.”

Rarity blushed and gently pulled her hoof away. “Yes well, we must always remain vigilant and give when we can. Now, why did you ask my thoughts on changelings in the first place?”

Pinkie perked up, her mane regaining some of its lost spunk. “Oh yeah! I asked because well… I have friends that are changelings. I know some ponies don't like that but they are like us! They love and care and want to do what they can for their family, even if it's a little bigger than a pony family.”

Rarity nodded, long since having gotten used to Pinkies more… roundabout method of speech. “Yes, that is true but what does that have to do with Sweetie?”

“Oh right I…” She frowned unexpectedly. “A changeling I know got well… exposed and it didn't turn out well for her.”

Rarity suddenly felt the world grow more focused and she could feel her attention redouble on the troubled mare. “Go on,” Elusive commanded.

Pinkie Pie gulped. “Silver Spoon was who she was pretending to be. Now I know what you are going to say and she did not replace the filly!”

The unicorn sighed. “That's good, though you shouldn't worry Pinkie. I know you wouldn't just sit idly by if a changeling replaced somepony.”

The earth pony chuckled and puffed out her chest. “Of course! Pinkie Pie is ever vigilant against no good evil doers.” She chuckled softly. “Like I was saying, she got exposed and may have injured Sweetie Belle in her escape, which I’m sure she's sorry for!”

Rarity gritted her teeth but nodded. “Yes well, I just hope we get a chance to talk about this.”

Pinkie nodded enthusiastically. “Of course! But that's not all I wanted to ask.” A frown crossed the pink pony’s face and she sighed. “There is no easy way to say this, but it seems like Sweetie Belle has a lot of hate in her heart, especially towards changelings. Would you know why?”

Elusive pulled back from the mental controls of their body, not trusting herself to not give them away. The world quickly returned to the way it used to be before this morning and Rarity shook her head of the odd change in perception. “She was at the wedding but seemed fine after that. Maybe…” Rarity tapped her chin. “Maybe I should bring her by a psychiatrist, just to be sure.”

Pinkie nodded solemnly. “Good thinking, sometimes a stop by old mister Silver Touch is just what the doctor ordered.”

Rarity blinked. “Mister Silver Touch?”

“The psychiatrist. You know, lives down on Deerbrook lane. Little taller than you, brown mane, his birthday is coming up in a month.”

Rarity giggled. “Of course Pinkie, I should have known you knew him.”

“Pfft, yeah of course. Everypony in town is my friend, plus he really helped me out a few times, he's a great brain doctor!”

The unicorn’s thoughts fell apart for a moment as she realized just what her friend had admitted to before silently berating herself for her lack of tact. Seeing help is not a bad thing, now focus and remember to thank the mare before it becomes an awkward silence. Rarity thought to herself.

“Good thinking, Pinkie Pie. I wouldn't want some unseen trauma going without proper attention after all,” Rarity said with a smile, noticing the sentiment seemed to make the earth pony visibly relax.

The earth pony drank deep of her green tea and smiled faintly. “This is really good tea. Thank you, Rarity.”

Rarity waved her hoof dismissively. “But of course darling, you should pick some up at the store when you get the time. It works wonders after a long day.”

“I think I might.” Her small smile grew and gave Rarity’s hoof an unexpected squeeze, only for her eyes to pop open. “Oh yeah, there was one last thing I was going to ask, but only if you were okay with it.”

The fashionista rolled her eyes. “I can't say yes or no unless I hear it first.”

Pinkie Pie rubbed the back of her neck awkwardly. “Right, well I know tomorrow is the day you and Fluttershy go to the spa and I was hoping that maybe you'd let me join you girls?”

“Of course darling! Why in Equestria did you think I’d say no?”

Pinkie winced. “Well I know I can be a lot to handle and well.” She twiddled her hooves and looked down. “Most ponies don't like being around a sad Pinkie.”

“We are friends Pinkie, that means if you are happy Pinkie, sad Pinkie or even smells a little like cheese Pinkie I still want to be with you.”

Pinkie Pie giggled and hugged her friend tightly. “Thanks Rarity.”

The unicorn pushed PInkie back to hooves length and smiled warmly. “See you tomorrow at ten, alright?”

The earth pony nodded. “Sounds good! See you later Rarity!”

With the bounce returned to her step the pink pony pronked out the door, giving one last wave to the fashionista before disappearing into the street, a smile back on her pink face. Inside, and now alone Rarity sighed and put away the dishes after finishing her own tea. “That certainly was odd.” She mused.

Pinkie had been more haggard than Rarity had seen in a long time and deep bags had hung under her eyes. Her mane and fur had seemingly lost their luster and Rarity couldn't help but notice that Pinkie hadn't been putting as much care into her appearance as she usually did. Evidently this problem that cropped up today was only a small part of what was bothering her.

As her thoughts lingered on the pink mare, Rarity couldn't help but feel… strange, about the entire interaction. Helping her friends was something she always enjoyed, that much was obvious but she had felt a stronger sense of satisfaction than usual. Was it merely the fact that Pinkie had a bigger problem than what Rarity usually helped with or was this something deeper?

Elusive considered pushing the same thoughts onto Rarity that she had with Twilight but reluctantly held back. The chance to increase their love pool was a great one but the amount she had managed to gather from their little therapy session was already considerable and with Twilight’s love all but secured Elusive didn't really need more. Yet still, the prospect of increasing the number of Rarity’s lovers was an interesting one and Elusive was aware of the fact that Rarity seemed to be staring off into space, her mind running through her interaction with Pinkie. She looked down and stared at the hoof Pinkie had held only to blush and put it out of her mind.

Maybe… Elusive wondered. She put out a small probing thought, touching Rarity’s mind with an image of the two mares hugging once more, paying close attention to the feelings that coursed through them. A soft smile came to their lips and the usual gambit of friendly love, devotion and appreciation but there was also something else, something more intense, and more personal than what one would come to suspect when thinking of a friend, even a close one. Though small, it was there, tantalizing Elusive with the possibilities therein.

The changeling filed that information away for now, pondering on the implications if she used it while Rarity maneuvered their body back to the workroom and began picking over the dress that had stumped them with renewed intensity. Elusive pushed as much mental faculties to the mare as she could, hoping the added boost of concentration would help them finally put this dress to rest, while she continued to carefully consider the new bit of information she had gathered.

Pinkie was one of those rare few who loved so passionately, so unconditionally that she drew changelings like a moth to flame and Elusive couldn't help but admit that she had felt that same attraction. Whenever Rarity was near the pink mare Elusive could taste her love, her appreciation and her boundless joy and it never failed to invigorate them. But along with that incredible love came sudden bouts of sadness and despair that almost made Elusive choke.

It was a double edged sword, that much was clear and only the strangest of changelings could truly find their way to her side and stay there for any length of time. There was also the matter of Rarity’s feelings, small and unacknowledged though they may have been. Elusive was aware that herds were relatively common in Equestria though had fallen out of favor in recent years. Changeling culture almost demanded it in a way, as it created a small subnetwork within the hive that allowed changelings to cycle emotions more efficiently which helped the entire hive. With the connection all changelings shared, it also felt more natural to love more than one at the same time. Elusive herself also couldn't help but admit a budding attraction for the pink pony as well, as she had just the right amount of curves, and although not fat had the a little extra weight in all the right places. Which probably explained her attraction to Twilight… maybe she did have a type.

Elusive nearly chuckled at the thought, it seems as though Rarity’s more repressed desires were worming their way into Elusive’s mind and making the unicorn’s desire for chubby mares into her desire. Still, out of all the things to like, rounder ponies certainly wasn't a terrible one and Elusive had to admit that the soft touch of a plump pony was much more preferable to the hard chitin of a changeling.

The changeling shuffled such thoughts to the back of her mind, tomorrow she would consider them more seriously, for right now the dress was beginning to bother even Elusive. Together the pony and changeling stared down at the fabric only for Rarity to suddenly stand up. “Ideaaa!”

Oh, what is it? Elusive asked, already catching bits of pieces of the mare’s thoughts but unable to truly process the rapid fire of ideas that flew through their mind. All we need to do is shrink the flowers down add more and then add a subtle stripe pattern that would make the wearer appear a little slimmer!

Elusive blinked. That, that's perfect! It would have to be really subtle though.

Rarity scoffed. “Of course! Now, let's get this done!”

Her hooves were heavy, her body strange, her mind wandered and her soul faltered but she let no one witness such weakness. Her head was held high, her nose raised as if everypony she crossed was utterly beneath her. She didn't even look the guards in the eye as she approached her guest room and opened the door. With a flick of her horn the door was shut and the queen of the changelings was alone once more.

With a ragged sigh she collapsed to the ground, her breathing becoming hoarse as strength flooded out of her. She had enough presence of mind to at least ease to the floor unlike last time where her head nearly bounced her face off the ground as her hooves had given out beneath her. Long hairline fractures ran up and down her carapace, quickly becoming a network of spider web like cracks that would make any changeling wince in sympathy.

By far the worse damage had been to her horn and already she could feel her power leak from the nearly broken tip of her once majestic horn. Something wasn't right, it wasn't supposed to move this quickly and the thought that her work might become undone out of freak chance would have drawn a snarl to her lips if she was capable of even doing that much. In reality she hardly had the energy to stand and yet she had to. She had to keep moving, to keep pushing even when her life hung by the barest of threads, she had work left to do and she would find no rest until it was done.

Calling upon some of the last dregs of her magic she mentally pinged her attendant, though the act took longer and took more out of than usual, it did indeed go through at least. Chrysalis could feel the dull impression of her attendant’s hooves as she walked down a hall near here. She had but moments to stand and appear regal as there was no way she was going to let anypony see her in such a state.

With a shuddering sigh she pushed herself up to her hooves and turned to the door, taking on an expression of annoyance and disappointment. Sure enough the attendant arrived, exchanged a brief amount of muttered words with the guards and was finally allowed entry. Chrysalis nodded at the sight of her attendant, the small changeling was little more than a year old but had taken to her role with such speed and skill that chrysalis couldn't afford to push her away. Even if she wanted nothing more than to allow her the same freedom she had allowed all of her nymphs.

The petite, hole ridden changeling bowed low. “Good evening mother, you called?”

Chrysalis nodded, gesturing to the bed. “First help me sit, child.”

The changeling nodded sadly and positioned herself next to the former queen who threw a leg over the smaller changeling’s side and silently shuffled closer to the bed before finally falling into its plush embrace. With a sigh of contentment the older changeling smiled and patted the spot next to her on the bed. “Come, sit. We have much to discuss and not nearly as much time as I would like.”

The little changeling frowned but did as she was told, snuggling up beside her former queen. “What is wrong my queen?”

“Your future queen is growing much faster than expected and is pulling on my connection.” The former queen sighed. “It won't be long until the strain becomes too much.”

The petite changeling gasped. “Will we have time to at least complete the peace talks?”

“I… don't know anymore.” Chrysalis shook her head. “It matters little, as I have constructed a list for you to use if I am to pass before the talks are complete.” The larger changeling pointed over to the end table where a scroll sat bound by a simple green wax seal next a far more ornate scroll inside of a glass cylinder and sealed in both ends by a thick emerald.

The smaller changeling shook her head and took her mother’s hoof in her own. “No, you can't go! Not yet! Do you need more love?”

“No!” the larger shouted, stopping the love transfer spell her daughter had started. “No.” She replied, softer. “Any love given to me is a wasted effort.”

The little changeling frowned, her large eyes looking up at her mother. “But you are hurt! Your carapace looks like you fought a dragon!”

Chrysalis chuckled softly and gently laid a hoof over the younger changeling's head. “Worry not little one, this pain is nothing.”

The changeling pouted and pulled the large black hoof from her head. “Fine, but I’m going to tell Celestia to speed things up, and I'm not going to take no for an answer!” The changeling winced prematurely.

Such blatant disrespect would have earned her a severe punishment but the adorable show of loyalty touched the older changeling and she smiled gently. “That is a wonderful idea, I can already tell that Luna tires of these talks and with Celestia’s help I'm sure we can speed things up.”

The wincing changeling blinked. “Wait, really?”

“Yes really.” The changeling pressed her hoof against her daughter’s nose and giggling at the sight of her small eyes staring straight down at her nose.

The changeling sneezed adorably and shook her head. “Is there anything I should know. Just in case?”

Chrysalis nodded. “Everything about the talks is written in the scroll not in the tube. It should be detailed enough to guide you through the last leg of the talks, there is also a small memory crystal inside that you should give to Celestia if you need to further convince her that the note is legitimate.”

“And the other one? What's so important that you would seal it with emeralds?”

“It is a gift to Celestia, something that I, or you, will give her when the talks end.” She sighed. “As for what is inside there is a letter to her, as well as another memory crystal but that is for Celestia’s eyes only, understood?”

The little changeling nodded eagerly. “Okay, mother. I trust you.” Chrysalis smiled weakly, only to yawn suddenly. “Oh! I better let you get your rest, let me know if you need anything my queen.”

The changeling tried to get off the bed only to find her body wrapped in the soft green light of her mother’s magic. “There is one thing I require.”

The smaller shapeshifter found herself suddenly turned around and pressed firmly against the elder changeling’s chest. “Oof. and what is that, my queen?”

“A little company. Stay with me little one, I fear the nights grow cold and the blankets are not enough.”

The changeling giggled, pressing herself up against Chrysalis’ chest. “Of course my queen!”

The former queen chuckled and ran a hoof down the back of her daughter’s head. “Say, did I ever tell you the story of what happened before the ponies came to Equestria?”

The aide looked up, curiosity in her eyes. “I thought we were made by Discord.” She scratched her head. “Or a pony wizard?”

Chrysalis snorted. “Neigh little one, neither the changer of ways nor Starswirl created us.”

The smaller changeling cocked her head. “Then who did?”

“The old ones did, we were grown to serve them and protect them. Bonding with them at a young age so we may help them and if necessary give our lives for them.” Chrysalis’ proud expression grew sad. “But when they left for the great beyond, we were abandoned. Leaving us directionless and starving. Eventually we learned to leach love from other creatures but it was never enough.”

“Is that why we are always hungry?”

She sighed. “Yes, unfortunately we were not meant to serve any, but the old ones and the creatures left behind after their departure were paltry meals compared to the fiery love that the old ones supplied us. In time I tried to rebuild, to make us into something more than servants and tools.” the former queen slumped, the weight of eons resting on her shoulders. “But that failed, we were never meant for an empire of our own, and so we return to our purpose, we return, to servitude.”

The changeling brushed aside Chrysalis’ hoof and stood up suddenly. “No! We are not tools mother! The ponies might be weird but they are nice. Mister Stronghoof even brought me flowers after he heard I was sad.”

Chrysalis chuckled. “Yes the ponies may be nice, but we were meant to be slaves my child. No matter if the master is kind or cruel, they are still that, a master.”

The tiny changeling stomped her hoof as hard as she could, which wasn't much due to her size and just how fluffy the bed was. “You are not listening, Momma! The ponies don't have slaves but allies and friends! Even the cows and pigs that act like little more than slaves still have rights.”

“Calm my child.” The small changeling’s defiant expression faded and allowed herself to be pulled back into Chrysalis’ embrace. For a long while they said nothing, merely laying in an uncomfortable silence for what felt like minutes.

Finally, Chrysalis sighed and ran a hoof down the smaller changelings’ head. “You know little one, I actually said the same thing when I was young.”

“R-really?”

The older shapeshifter nodded. “Ponies are not like changelings though, they fear, they hate, they do not flow like the hive does, they do not feel the same pain they give to each other and though they seem harmonious they are just as capable of disharmony as the chaos races that litter this world.”

The aide pulled herself closer, pressing her face against the cracked chitin of her mother. “I know,” she whispered.

Chrysalis pulled the curtains closed with her magic and pulled up the blanket until it covered them both. “Sleep now, child. We have much to do and very little time to do it.”

“I know mother. I love you.”

“I love you too little one.” Chrysalis leaned down and gently pressed her lips against the smaller changeling’s forehead.

Twilight pressed her cheek against Rarity’s chest and sighed contently. “Enjoying yourself?” Rarity asked, smirking at the serene smile on her pet’s face.

“Yes master,” Twilight whispered back.

“Good girl.” Rarity reached down and ran a hoof down the mare’s cheek. “How was your day, darling? In all our planning I never got to ask you.”

Twilight sighed, and hugged Rarity’s waist a little tighter. “Stressful. After you left it seemed like everything that could go wrong, did go wrong and I ended up all over town before finally being able to relax around supper. Which sucked because I could hardly feel my legs.”

Rarity giggled. “Sorry darling, next time I’ll try and hold back a little.”

Twilight looked up at her, her eyes narrowing. “Really?”

Rarity lifted an eyebrow, looking down at Twilight incredulously. “What do you think, my pet?”

The other unicorn chuckled and nuzzled back into her master’s chest. “I think fulfilling your orders are worth any amount of inconvenience.”

“That my pet, is the right answer.”

Together the pair cuddled silently on the large fainting couch Rarity kept in her basement. Though the room wasn't exactly romantic, as it was nearly filled with boxes of various old dresses, things Rarity’s parents had asked her to store and more than a few sizable containers of random nick nacks. Still, there had been enough space left over to bring down the couch and a stand for a record player and that was enough for the two mares. The soft music playing in the background was nice, as was the expensive satin couches but neither of things mattered to the two ponies.

They were there only for eachother, and though Rarity had initially complained about the dust she was forced to admit the necessity of the room, as the basement was the only room that had no way for Sweetie Belle to sneak up on them. Which was odd as her little sister has usually respected her desire for privacy but when her and Twilight had attempted to find some peace and quiet they were endlessly interrupted by the filly. It was strange but in the end it had worked out for the best. Besides, it was rather nice that they were both hidden away from prying eyes, with only each other for company.

Rarity sighed, her hoof running through Twilight’s mane as the unicorn nuzzled against her pure white coat. “This is nice,” Rarity muttered.

Twilight hummed her approval.

Together the mares lay in silence, both enjoying the first real lul in their relationship. For Rarity it felt right, as up until now everything felt as though it were moving a little too fast. Now that they were alone and able to simply enjoy each other’s company she felt as though everything was as it should be. Sure the start of their relationship hadn't been what she expected but Rarity had to admit that it was pretty romantic, in its own strange way. I wonder if Twilight feels the same, we did move awful quickly, she thought.

“Twilight?” Rarity asked hesitantly.

The lavender mare’s eyes opened and she looked up. “What is it Rarity?”

“I was just wondering… We aren't moving too fast, are we?”

Twilight shrugged. “I have never really been in a relationship before but from what I have read this does seem fast.” Rarity frowned. “But, it feels right. Like I was meant to be here, serving you and doing anything you desire. I wouldn't trade us for the world.” She sighed and fell back into Rarity’s embrace, her head pressing against the white mare’s soft fur.

The unicorn sighed contently, and Rarity couldn't help but smile. Twilight may be naive but that girl is more intune with her feelings than she realizes. Pushing her thoughts and worries from her mind, Rarity resumed petting her pet, merely immersing herself in the moment and not allowing her pesky thoughts to ruin anything.

Elusive had taken a metaphorical back seat to the exchange, not having to worry about influencing either side as they were both doing exactly what she wanted. Love flowed as easily as the wind does on a cool day and the changeling half of Rarity eagerly drank deep from the endless well. Sure it might have been possible to get them more heated and more willing to indulge their more base nature but that would be tricky as the two has specifically set aside this time to talk and relax together without pressure. Besides that, Elusive also had to admit that she sort of liked the change of pace.

Quietly sitting with another being was a rare occurrence as the changeling hadn't had a moment to simply relax in years, even before her merger with the element of generosity. Perhaps this was enough… The love was decent, the company was acceptable and host’s relaxed thoughts were pleasant.

The changeling allowed herself to fall into Rarity’s mind and be immersed in the love and acceptance the mare felt. Minutes passed by as the two beings merged completely, neither noticing as their perceptions becoming twisted and changed until a sudden bolt of panic shot through them.

Rarity jerked upwards in the couch, Elusive pulling back completely and quickly quarantining her section of their mind. “What the?” Rarity muttered, looking down at her suddenly trembling hooves.

Twilight blinked. “Is something wrong Rarity?”

“I… Don't know.” She pushed her hooves together, willing her limbs to stop shaking. “I suddenly felt a wave of panic and a desire to see my mother.”

“Is she off doing something dangerous?” Rarity shook her head. “Huh, weird. Did you eat something strange? I find my mind will do that if I have to much ice cream before bed.”

Rarity chuckled and shook her head, trying to push off the strange feeling that lingered over her. “Well I did have a sundae for dessert…” The odd feeling dissipated quickly, her trembling hooves becoming still as her heart stopped pounding in her chest.

“Odd,” Rarity muttered, looking down at her hooves.

Elusive meanwhile was anything but calm and was frantically attempting to figure out what the strange psychic ping meant. It had filled her with fear, horrible, primal fear and the only thing she seemed able to pick out of the mental mess that was the message was an image of her mother. She was weak, broken and seemed on the brink of death in the image, which chilled Elusive to her very core. If the original queen died too soon the new one being created within her would accelerate its growth in response, attempting to fill the power vacuum left behind as quickly as possible.

Elusive’s mind was left spinning with possibilities at the sudden message. Had Celestia done something to Chrysalis? No that seemed unlikely as the image of her mother had shown her in a guest room and not at the end of a pony spear. Poison perhaps? That was hardly Celestia’s style but with Luna’s return it was a possibility. Even then, the changeling’s unbonded biology was unlike any creature on Equestria and she doubted even the mistress of the moon would know enough about changelings to concoct something effective the shapeshifters.

What was different? The changeling put up more mental walls between her and her host, hoping her musing had not been accidentally picked up by the unicorn. One peak into Rarity’s mind and through her eyes was enough to dissuade that thought though as she was as calm and serene as ever, merely laying there while her hoof ran through Twilight’s mane.

The egg, it had to be the egg. A bonded pony had never carried a royal before and despite the fact that Elusive knew it should be possible, they were still in uncharted waters. Still, that left the changeling with the question of why? Their partly pony body was barely able to carry the growing royal, why would it speed up its growth?

Elusive pushed that line of questions from her mind as there was little she could do about it. Sure it was possible to tamper with their womb and its support organs but it had taken the changeling days to perfectly rework their reproductive system and doing it again, with the royal growing inside her, would make the work extraordinarily difficult if not outright impossible. With the why out of the way, all that she was left with was the what? As in, what was she going to do about it?

She would have to redouble her efforts to gather love, that much was obvious but perhaps there was another way. She hesitantly reached out with her psychic perception, feeling the world around her. She could easily feel every facet of Rarity’s being with ease due to their connection and even Twilight’s mind was relatively easy to get a read on due to how close they were and how relaxed the pony was. She could even feel the distant lines that connected her to her brothers and sisters but they were… thin, barely held together.

It was a strange sight to say the least, the lines connecting their hive were still there and still connected every changeling to their former queen but seemed to bend toward Elusive and Rarity. As if they were preparing for the time when they would sever entirely and connect with a new leader of their hive. All of which struck the changeling as odd.

For one, she should not have access to such a powerful sight, as a normal changeling only received vague notions as to the location of her fellow changelings and a relatively clear sense as to where the queen was. Now, she could clearly see the lines and if she had the presence of mind and a map of the town she could probably pinpoint every ling in the area down to the block. Had her proximity to the new queen granted her some sort of ability, or perhaps it was the changes to their shared mind, or a third factor?

Again, Elusive pushed the thoughts from her mind.

She had options now, ones she didn't have before and though even considering it felt almost like heresy, there was one tantalizing opportunity now presented before her. With her newfound psychic ability she could pull the strands closer to her, or guide the waves of energy coming from their former queen into her instead of the egg. It would no doubt change things even more, but perhaps it would slow the rapid pace of the royal’s growth to something more manageable.

She hesitated. It wouldn't be hard to take some of that power for herself but… should she?

Her logical side said no, messing with the royal anymore introduced yet another set of variables that she couldn't comprehend but her emotional side said something very different. Let foals be foals. Elusive blinked their eyes, confused as to where the sudden thought had come from. Odd.

Pulling back into her quarantined half of their mind Elusive pondered their predicament in a new light. Was it fair to really ask the new queen to take over so soon after the loss of their last one?

To a changeling no, but this wasn't a normal changeling royal. It would need more time to learn, and adapt to the strange new world it found itself into. Perhaps it would be the best if Elusive eased the burden of leadership on the unborn royal.

Before she could muster a second thought, Elusive reached out and tugged on the string. Directing it towards her and away from the growing royal resting within her body.

The effect was immediate, her mind expanded, her perceptions shifted and the egg seemed to lay more still, the dull throbbing that had been emanating from it finally dissipating. An alien feeling of responsibility settled on Elusive’s mind and she instantly realized that she was lacking something, something important to her burgeoning hive.

The hive itself.

Rarity blinked, rubbing her eyes awkwardly and trying to will away the strange light the room had suddenly been cast in. The colors were sharper, the features of the room more distinct and a sliver of worry wormed its way into her mind. This strange feeling had passed through her a few times over the past several days but never quite this bad.

“Rarity, are you alright?” Twilight asked, her brow furrowed with concern as she stared up at Rarity.

“Yes, yes. I’m fine darling. Just had some dust in my eye is all.”

Twilight frowned. “If you are sure…”

“I am absolutely sure. But now that I think about it, there is something you might be able doude to help me.”

Twilight hopped up, her eagerness getting the better of her. “What is it?”

“I think I could use a kiss.” Rarity leaned forward, her hooves wrapping around Twilight’s neck and pulling her closer until their lips touched.

Elusive sighed, easing off the mental controls and pulling back her awareness. The sudden realization that she needed more love had made her panic at first and want to crank her host’s arousal all the way up but she quickly thought better of it. It didn't take much for their endowed girlfriend to get hot and bothered and Rarity herself seemed to have a bit of a hair trigger as well. Which in turn made it a simple matter of giving their body a shot of arousal and activating only a small part of their pheromone sacks before sitting back and watching as the fun played out. Still, even with the increased love now flowing into them, Elusive knew it wouldn't be enough. With Chrysalis deteriorating as quickly as she would it would be necessary to begin a stockpile as Elusive knew the rest of the scattered swarm would begin to find their way to Ponyville sooner rather than later.

Which meant more love, more sources and she would need to integrate more of her changelings with accepting ponies. Worse still they would need a place to stay when they began to arrive and if she had all nearby changelings gathering it would be difficult to pass off the sudden appearance of dozens of new ponies moving to Ponyville out of the blue. That was unless, they had a hive constructed, which would make it much easier to hide the sudden influx of citizens in Ponyville. Alas she only had a small number of lings under her temporary command, which meant choosing one or the other.

Elusive stifled a sigh, making it sure it didn't reach their face. There was no way she was going to let them return to their old methods, of draining ponies dry and then merely tossing them aside. Such methods were cruel, and though necessary at the time, Elusive refused to entertain the thought of doing such a thing to the ponies.

Like it or not, she was part pony now and though she tried not to, she empathized with them and she doubted she had the determination to return to such barbarcy, even with her changeling’s lives on the line.

There's no other way, she needed more love, and other than helping to repair the relationship Rarity had with her sister and making more time to visit her friends, there was no faster way to gather love than to take another lover.

Which meant she would have to push what they had with Twilight and potentially gamble the gains she had. The thought stirred something in the changeling and though she wanted to push it down she found herself unable to at first. Only through several seconds of focus did the rising tide of guilt finally recede, for now.

Thankfully Rarity was still ruminating on the same thing and it didn't take much prompting for the mare to voice her thoughts. “Hey Twilight…”

The lavender mare blinked and looked up, only to see the serious look in the other mare’s eye and get all the way up. “What is it Rarity?”

“Well, don't get alarmed but I was just wondering what you thought of… herds?” Rarity winced, ready to hear the worst.

The mare shrugged. “My parents used to be in a herd, but their third ended up passing when Shining was very young and before I was even born. Mom always said Shining was their silver lining.” Twilight shook her head, clearing her mind of such thoughts. “Why do you ask?”

“N-nothing I just…” Rarity sighed. “I’ve never really allowed myself to think about well… mares, and now that I finally opened up, I’ve been, thinking a lot about it.” She sighed. “Sorry, I’m a bit of a mess.”

Twilight chuckled and placed a gentle kiss on Rarity’s stomach. “I’ve always been told sharing is caring and I wouldn't mind if you let someone else into our lives. Love is meant to be given freely, after all.”

“That's very… grown up of you Twilight,” Rarity remarked.

Twilight frowned. “What did you expect me to say?”

Rarity chuckled, placing a hoof on her girlfriend’s chest. “No, no you mistake me darling. I was merely a little paranoid and feared the worst is all. Besides, I must admit I might be reading the signals wrong anyway so this all speculation.”

“I just don't like it when ponies think I'm like the other Canterlot nobles.” Twilight crossed her hooves in annoyance.

“Speaking of which. What noble house are you from originally anyway? I had always heard talk that you were nobility but your parents’ home was so… modest.” Rarity winced. “You know what I’m trying to say.”

“It's an old house, there are only a few distant descendants left. Separated by so many centuries that we can't even be called relatives anymore. The house is called Sparkle now, but it used to be called the house of Moonlit Echoes.” The mare smiled wistfully.

“That is much more… poetic. I assume the name changed after Luna rebelled?”

Twilight nodded. “Yeah, they were loyal to Celestia and wanted to show their support.” The mare shook her head. “But I’m sure you didn't ask me to come down to your basement to talk about ancient history.”

Rarity gasped, placing a hoof over your heart. “Are you saying I am not the type of mare to take interest in my pet’s life?”

Twilight blinked, nearly falling backwards. “N-no, I just-”

The fashionista leaned forward and closed the other mare’s mouth with a hoof. “I am teasing you darling.” The other mare blushed, drawing another giggle from Rarity’s lips. “You are just so cute. I could just shove you between my legs and hold you down there all day.”

“Ooh Rarity.” Twilight shivered. “You are the sexiest mare in Equestria.”

Elusive stifle a giggle at how quickly the two mares seemed to remember how heated they had been and eagerly jumped right back into what they had been about to do.

Rarity tossed her bangs to the side and smirked. “I know, darling.” She looked down at Twilight, her eyes sparkling as ideas ran through her mind. “Perhaps I should do just that.”

Twilight gulped. “Anything for you, master.”

“Good girl, did you remember the lessons I gave you last night?”

Twilight nodded eagerly. “Yes master, I also may have read a few books on the topic.”

Rarity giggled and reached down to ruffle the girl’s mane. “You are adorable.” A sudden push of her magic sent Twilight onto her back. “Good, I expect to you to be able to bring me to the best orgasm of my life in under three minutes, understood?”

Twilight gulped. “Yes ma’am!”

“Good.”

Then before Twilight had a chance to ask what exactly the mare had in mind she lifted herself up, turned around and sat directly onto Twilight’s face. Instantly the lavender mare’s vision was filled with the delicious sight of her lover’s dripping wet cunt. The mare’s nostrils flared, filling her with the sent of Rarity’s intense need. Twilight knew she wasn't in heat, but the sheer power of Rarity’s scent made her wonder if it was a possibility.

The image of Rarity heavy with Twilight’s foal was an arousing one, so much so that she could feel her cock slip forth from her sheath. Between the thought and the fact she did not have to wear that invisibility charm around Rarity Twilight quickly reached half mast, her male anatomy more than happy to no longer be constricted. With a newfound appreciation of her lover in mind, Twilight eagerly got to work, pulling down Rarity’s plot the last inch and signalling that she was truly ready for what was coming next.

Getting the signal, Rarity settled down onto Twilight’s face, adjusting her hips in order to get a good spot that was comfortable for the both of them and didn't suffocate the poor girl. After a few seconds of shifting around a spot seemed to have been found and already she could feel Twilight’s tongue getting to work. Rarity moaned, arching her back and revelling in the sense of power and dominance that still felt new to her.

When her eyes opened she could see the lavender mare’s cock resting against its owner’s stomach, its twitching length slowly growing harder as Rarity asserted her dominance. The dominant mare tsked at the sight of her girlfriend’s cock, reaching down and giving it a flick with her hoof. Twilight groaned, even the small flick enough to make her still sore cock to twitch madly at the brief touch.

“Oh my, someone is eager. You better hurry up and make me cum or I might not let you finish for the rest of the night,” Rarity remarked, while giving the head of Twilight’s cock a short caress.

Twilight liked to think that she was a mare of will, of determination but the thought of being forced to pleasure her girlfriend while she was unable to cum for an entire evening was enough to make her worry. She had masturbated every single day since her balls first dropped and even then she sometimes needed to jack off multiple times a day just to make sure it stayed down. Combine that with the increased sex drive she had been experiencing since she had first had sex with Rarity and Twilight wasn't sure if her little secret would stay a secret if she couldn't cum.

With that firmly in mind she reached up and gripped the mare’s hips in her hooves and dove deep into the alabaster mare’s pussy, pressing her tongue deep in one long lick. Rarity shuddered at the feeling, Twilight had learned quickly that the deep lick as she liked to call it, always brought a smile to the fashionista’s lips. Something about the deep and sensual kiss made something turn in Rarity’s gut and a jolt of pleasure to assault her mind.

After that Twilight settled into a fast, yet comfortable rhythm of playing with Rarity’s clit before giving the mare’s cunt another deep long lick before returning to give more attention to her love button. Sighing contently, Rarity placed her hooves on the other mare’s chest and arched her back slightly, allowing Twilight to get a slightly better angle on her cunt while also allowing Rarity the perfect opportunity to make things a little more difficult for the lavender mare.

As Twilight finished another deep lick and was returning to Rarity’s large, engorged clit she suddenly let out a strangled eep. Rarity had given her cock a hard smack, with enough force to make her body grow stiff and to temporarily forget her duty to her master.

“Two minutes,” Rarity said simply, shocking her pet from her stupor.

Instantly the mare got to work, redoubling her efforts on Rarity’s clit and trying to block out any distractions. Rarity knew Twilight was more than capable of bringing her to an orgasm in under three minutes so it seemed only right to make things more interesting. Grabbing the mare’s cock in her hooves she planted a kiss against the spot she had smacked before bringing her lips up to the head and gently biting the spongy head of her girlfriend’s cock.

The twitchy librarian stopped once more, though she returned to work much faster than last time, having caught on to Rarity’s little game. Who in turn giggled when Twilight’s pace redoubled once more, growing as manic and pleasurable as the night before. That's a good girl, don't stop. Momma wants to cum nice and hard all over that pretty face of yours.

Elusive couldn't help but agree with Rarity’s thought. Her own desire to dominate and control intermingling with the unicorn’s repressed desires to be worshipped and fawned over. With everything go perfectly, the changeling merely pushed her way to the back of their mind and submersed herself into the raw pleasure coursing through their body.

Twilight’s attempts to pleasure them were admirable and she had come a long way since the night before, her clumsy attempts replaced by far more skilled ones. Still, even with her newfound experience and learning Rarity could tell her teasing was having an affect. Each time she slapped, nibbled or kissed Twilight’s cock she could feel the mare squirm under her from a mixture of pain and pleasure.

Rarity wouldn't have tried something so strange and potentially painful with a new partner but she knew Twilight had a thing for pain. Not excruciating pain but small nibbles, bites and slaps sent shivers through the normally reserved mare’s body and brought a moan to her lips. Rarity herself couldn't quite understand why she enjoyed such minor discomfort but she didn't really care for she found she enjoyed dishing it out as much as Twilight enjoyed taking it. Which isn't to say she was a sadist, rather the unicorn enjoyed the cute moans, twitches and shameful little blushes Twilight made whenever Rarity pulled, pinched or nibbled any part of Twilight’s anatomy.

She was reaching down to pick up Twilight’s cock once more when all of a sudden she felt something press against her back door. “What is… oh my.” Rarity purred contently when she felt the solid magic construct push its way into her ass.

Twilight would have grinned if she wasn't muzzle deep in Rarity’s cunt, her tongue wrapped around her master’s clit while also casting a spell. The fact that her concentration was being pulled in several different directions was difficult but not by much, she was an accomplished mage after all. Even with Rarity’s teasing and her own ministrations, the drain at casting and maintaining the fake cock was infinitesimal.

“Deeper my pet, deeper.” Rarity urged, her teasing temporarily forgotten as she felt the surprisingly thick, fake cock slide into her rear and surge several inches deep.

Twilight eagerly obliged, willing the fake cock much deeper, until the entire glowing, fake cock disappeared into the mare’s backside. Thankfully Twilight had no trouble maintaining it even then and was rewarded with the feeling of Rarity’s pussy quivering and her inner muscles spasming. Rarity’s moaned and arched her back, feeling the fake cock surge deep inside her only to pull out a few inches and slam back inside.

The normally quiet mare continued to moan with every new movement Twilight made and the librarian would have giggled if she could. Going from the moment Rarity had only one hole filled, to having two filled was like night and day. Rarity moaned audibly, uncaring for who might hear the fruits of Twilight’s labor. Her body grew tight, her muscles occasionally twitching and her teasing stopped entirely as she was caught up in the waves of pleasure coming from her filled holes.

“Oh that is so good, don't stop now my pet, you only have a minute left,” Rarity remarked.

Twilight once again poured herself into the act, devoting every ounce of her attention to pleasuring her master’s dripping cunt while maintaining the spell. By now her mouth was filled with the other mare’s juices and she was forced to swallow occasionally lest her entire mouth be filled. She wasn't sure if this was normal, or just a Rarity thing but it was kinda sexy.

The sensation of being utterly marked by the other unicorn’s scent, her fur thick and matted by the mare’s dripping cunt was an arousing one. Twilight’s logical side was usually the victor in most decisions but in this regard it had no chance. Having her nostrils filled with Rarity’s scent while her mouth was similarly filled with her taste was a potent combination and adding to that was the fact that she was also marked by the mare. To Twilight this was the perfect combination and ticked every box of her submissive personality perfectly.

Rarity blinked, recoiling slightly and shielding her eyes. The random spurt of pre that had shot forth from Twilight’s cock splattering harmlessly across the mare’s own belly, with only a single dollop landing on the fashionista’s perfect fur. She tsked, wiping her hoof off on Twilight’s chest and further marring her purple coat.

“Control yourself, darling! You best control that fountain you call a cock or else I will have to find a way to make sure you cannot cum without my permission.”

“Yes Rarity.” Twilight tried to say, though her words came out closer to, “Mmf mfity.”

Rarity giggled, giving her plot a wiggle and letting out another low moan. “Less than thirty seconds darling, you better hurry.”

In reality, Rarity was quite close to cumming but the sudden panic she felt from her lover was adorable. She really is too easy to tease, isn't she? Elusive remarked.

Quite, the poor girl takes everything we say to heart. Still, it is quite adorable, no?

Elusive smirked, bringing their attention to Twilight’s twitching cock. How much do you think we could get out of her before she finally cums?

Rarity blinked, giggling evilly at the thought. Quite a bit I would think.

The pair reached forward, wrapping their lips around the head of Twilight’s cock before diving down its length. Burying it inside their throat in one swift movement, their lips now firmly pressed against Twilight’s crotch.

The sudden surge of pleasure had its desired effects and Twilight stopped for several seconds before doubling down on her job and getting right back to work. Rarity made a note on commending her pet for her quick reaction, but she would have to save that comment for later, right now they had a blow job to give.

With so little time left before her own orgasm arrived, Rarity had to break out all the stops. One hoof cupped under Twilight’s balls, giving them a gentle squeeze each time her chin pressed against Twilight’s chest. The effect was immediate and every few times she went all the way back down Twilight’s long cock she was rewarded with a spurt of pre that was eagerly swallowed. Sure enough within a few seconds she had already swallowed several mouthfuls of spunk, and still Twilight seemed undeterred.

Twilight’s spell still held strong, her attention unwavering despite the fact that she could feel her orgasm coming. More importantly she could also feel Rarity’s coming as well, though the other mare was far less obvious than Twilight. The fashionista twitched, and moaned just as before save for now she did so with such gusto that Twilight worried Sweetie Belle might hear them.

Other than the slight increase in volume, Rarity also muttered under her breath as she got closer, mumbling incoherent words and occasional profanity that the mare herself didn't seem to realize she was doing it. Still, it wasn't like Twilight was without her ticks, as it was about this time that her cock began to spurt pre wildly, and twitch just as madly. The rest of her body followed suit and with both ponies knowing the other was close, poured on the speed in an effort to outrace the other.

Seconds ticked by as the room was filled with the wet slap as Rarity’s mouth met Twilight’s crotch. The soft thump as the magical cock plunged back into Rarity’s purt butt hole, or the audible slurping noises coming from Twilight’s mouth. All of which blended with the intermingled moans of the three beings in the throws of ecstasy.

In the last few seconds Rarity abandoned all attempt to keep track of the time left, and merely let herself go, allowing Twilight the win and ushering in a powerful orgasm. The lavender mare had mere moments to celebrate her victory before she felt her own orgasm arrive and her cock began shooting her load deep into Rarity’s waiting mouth.

Twilight and Rarity both swallowed without hesitation. The lavender mare eagerly lapping up the spray of juices that came from her partner. While the alabaster mare drank every last drop of cum that came shooting out of Twilight’s cock. The fact that the cock was buried in her throat only made things easier and enabled her to merely sit back and swallow occasionally during particularly large loads.

Eventually their respective orgasms faded and their lust dissipated.

Twilight pulled back, her magic having long since dissipated sometime during her orgasm. The mare gulped down the fresh air greedily, replacing the stale air she had been forced to hold in her lungs for the entirety of Rarity’s orgasm.

Rarity herself took a little long to pull back, waiting until Twilight’s cock eventually softened to the point that it slipped from her lips and back into the mare’s sheath.

“Mmm.” Rarity licked her lips. “You taste wonderful, my pet.”

“Not nearly as good as you, my master.” Twilight shivered as the words left her lips, the thrill of letting her inner submissive tendencies come out making her shiver. “I could stay down there all day.”

Rarity chuckled and gently pulled away, repositioning herself behind the mare and pulling her into the fashionista’s embrace. “Careful darling, I might take you up on that.”

Twilight blushed. “Well I would…”

The dressmaker smiled fondly and ran a hoof down Twilight’s thoroughly soaked face. “That's a good look for you. You should keep it.”

Twilight’s blush deepend and she pushed herself a little closer to her master. “I wish I could.”

Rarity smiled, Twilight’s pure, almost naive love bringing a tingling sensation to her belly. Elusive meanwhile was smiling right along with her host. Their love reserves were nearing full and even with her desire to begin putting away more love she would have enough for some major changes to their body. Though then again… there was another idea that stubbornly refused to leave Elusive’s mind.

She could save up, stockpile some love and wait until she had enough for a truly dramatic change. Something that would give them another ace up their sleeve and grant another layer of protection to the growing royal inside them. That thought pleased the changeling parasite and despite the fact that it would require a lot, and would bite into their love supply it would be worth it. Which in turn would only increase the need to find additional ways to increase the love they could gather.

She pushed all thoughts and plans from her mind for now, waiting until later when she would have ample time to consider them. As she peered through their eyes Elusive found themselves locked in a heated make out session with their pet, who was blushing heavily, her eyes firmly shut.

Rarity pulled back, and smiled gently. “You are so adorable.”

Twilight giggled. “You are so sexy.”

“I know,” Rarity said with a smirk.

Twilight playfully slapped the other mare’s shoulder. “And so modest too.”

Rarity giggled, snuggling a little closer to her pet and sighing contently. “That was nice.”

Twilight sighed in turn and wiggled a little closer to the other unicorn. “Mmhmm.”

Eventually the pair reluctantly parted, slipping up the stairs and making their way to the door. Once there the two shared a tense moment, a brief kiss and a fond farewell. With her host’s day winding down, Elusive could finally begin to plan her night.

When sleep finally claimed Rarity her dreams were troubled and strange, and she remained completely unaware of her body picking itself up and walking to the door. Elusive grunted as she forced a bit of love through her horn in order to power a simple levitation spell. The door to her room opened slowly, revealing the black hallway beyond. With her love stores now mostly emptied save for what she needed she was painfully aware of how little she allowed herself to keep.

The work on her body would be difficult and love consuming and required a considerable amount of love in order to complete properly. With that in mind she quickly shut off her horn after the door to her room was silently closed behind her.

Their shared body was easier to maneuver than last time thanks to their increased connection but they were still quite clumsy. Thankfully the stairs were easier this time and Elusive slowly trotted towards the door outside, careful not to knock anything over.

With that done, she waited, staring intently at the door. Her emotional senses were still dulled due to half their mind being asleep but it was easy enough to focus it forward, compensating for its weakness by forcing it in a single direction. Sure enough, as if on cue she felt a small directional burst of hope, tempered by a sharp undercurrent of worry.

That can't be good.

The changeling parasite opened the door and peered into the darkness. A second later the distinct form of a changeling shimmered into existence and quickly stepped inside.

“Why would you use so much love on invisibility? Were you followed?” Elusive asked, quickly, glancing about.

The changeling panted and put up a hoof. “By the first mother that's difficult. I’ll never understand how you infiltrators do that for hours on end.”

Elusive wished she had the mental capacity to roll her eyes. “Were. You. Followed?”

“No.” The changeling took a deep breath and stood up straight. “I just, felt like I was being followed but I managed to lose them at around eighth and strawberry street.”

“Did you get a good look at them?” Elusive asked hesitantly, turning her emotional radar slowly around her only to come up with nothing.

The changeling shook his head. “They kept to the shadows and guarded their emotions well.”

Elusive sighed, her droopy features becoming even droopier. “Right, well. Let's get to the basement, we can talk more there.”

The changeling nodded. “Right, lead the way.”

Elusive took the lead, guiding the pair towards the basement and down the winding stairs that clung to the wall. With the door closed firmly behind them and a simple seal making any attempts to listen in impossible the changeling relaxed for the first time.

“What happened to Chrysalis?” he asked instantly.

“I don't know, only that she is unwell.” She sighed, glancing back to her slightly bulging midsection. “The new royal is… different. She is pulling on Chrysalis too hard too quickly.”

“Is she going to conclude the peace talks in time?” He gulped. “Are we going to have to go back on the run?”

Elusive growled. “Get your wits about you and stand straight!”

The changeling did as ordered instantly. “What was that?”

“Nothing, now here is what’s going to happen. There is going to be an influx of changelings coming to Ponyville soon in an attempt to gather around the new royal. As such we are going to need a hive, lest we be discovered.” The male ling nodded. “So we are going to need you to gather the survivors and begin excavating this very room.”

He blinked. “You can't be serious. This is in the heart of Ponyville!”

Elusive rolled her lazy eyes, or at least tried to. “We are only a block from the edge of town, and most of the houses between us and the Everfree are either old and uninhabited or up for sale. So to start, we construct a major hive beneath this building and eventually, if the talks go well we buy up the nearby houses.”

“Why haven't I heard of these houses before?”

“It's not common knowledge, but when I was looking through Rarity’s memories I found that she chose this place because of its low taxes and low prices. Most ponies are scared of the Everfree and after a rash of timber wolf attacks on this side of the town about twenty years ago, most ponies have avoided the area.”

The ling nodded. “Makes sense how a new designer could afford such a big place.”

Elusive nodded back, impressed with the other ling’s deductive skills. “But those plans are neither here nor there. I want you to start by constructing a deep shaft, something easily defensible. Next I want simple rooms and a barracks. Make the rooms large and appealing to not only changeligns but ponies. Which means higher ceilings, more room for luxuries, natural light, and space for plants in the common area.”

The changeling jaw hung open. “What? Why? I thought you said time was of the essence?”

The parasite sighed. “It is, which is why you are going to take everyling you find down there in order to help.”

“But how will we gather enough love? There are dozens of changelings nearby, how are they going to be fed?”

Elusive chuckled and pointed her horn at the male, unleashing a small torrent of pure love at the changeling. Instantly the hungry ling devoured all traces of the emotion, leaving him slack jawed with a surprisingly calm emotion still on his face. “Like that,” she said simply.

“Wow,” he muttered.

Elusive nodded confidently. “And there is more where that came from. I have an entire bathtub of pure love upstairs.”

The ling gasped. “You can't be serious! That was more than the old hive had! And even then, half of it was lust.”

“I have a plan to secure a lot more as well. But we are going to need you to focus on constructing the underhive. Escape tunnels to the everfree, rooms with bright colors and real walls. I know it will be hard but if we are going to make this whole cooperation thing work we are going to have to do it right.”

The parasite’s conviction quickly spread to the formerly doubtful male and he found himself nodding along with her commands. “Furthermore, I have some good news for you my friend.”

The changeling lifted an eyebrow at being called a friend but let it slide. “What is it?” he asked.

“I have found you the perfect host.” She grinned.

He did not mirror her mirth and frowned deeply. “I’m still not sure about this but if it's the queen's command.”

“It is,” Elusive said sternly.

Instantly all doubt fled from the male’s features. “So, who is it?”

“Twilight Sparkle would suit you perfectly and before you say anything, she is one of those strange ponies that has both.” Elusive coughed awkwardly.

The male blinked, cocking his head to the side adorably. “Both?”

“You know.” He blinked, drawing a sigh from the parasite’s lips. “Down there.” When it still didn't seem to click she turned to the side, lifted her leg and pointed to her crotch.”

Instantly, recognition flickered within the male’s mind and a blush rushed to his face. “Oh, oh! Oh thank the first mother.”

Elusive shook her head. “Why you males are so attached to those things I will never know.”

“Because we are born with them.” He lifted an eyebrow. “I thought you knew.”

Elusive sighed, facepalming at the male’s naivete only for a snicker to suddenly break her foul mood. “You know, you two would make a better pair than I thought.” She shook her head suddenly, her expression becoming serious. “Regardless, we are going to do things differently from here on out. No skulking around, no infecting ponies while they sleep. Chrysalis wanted us to serve the ponies, not to force them to serve us.”

The male gulped. “Are you sure that's possible?” He frowned. “I don't know any ponies that would accept us as we are now, nevermind becoming a part of them.”

Elusive smiled gently, her mind going back to all the kind and benevolent acts she had seen ponies do in her time amongst them. “It may be difficult, and we may have to search for outcasts at first but ponies are nothing if not generous. We just need to give them time.”

“If you say so…” He gulped. “So I guess that's it, eh?”

She nodded. “It is. Gather the others, start by digging the escape tunnel from the Everfree and connect with Carousel Boutique. When that is done I should have the first group of hosts ready for you.” I hope.

He smiled gently. “You know, in a way I’m kind of glad it's come to this. I never did know how to sneak very well.”

Elusive chuckled. “Yes, well it seems like many lings that didn't fit in the old hive will have a fit here.”

He sighed one last time before straightening his shoulders. “Right. I’m off. I will contact you again tomorrow night and pick up the first batch of love rations then. Should we start a dead drop?”

“Planter at the end of the road is never tended, leave any missives in there, with the usual code.”

“Alright.”

The pair got up and made their way out of the basement and towards the exit. The male gripped the door handle before turning suddenly, a wide smile on his face. “Thank you by the way.”

Elusive blushed. “You are welcome, but for what?”

“The love. I know you gave me more than I need and since I’m not an infiltrator I can't even give it to anyling else. It was very generous of you.”

Elusive stuttered, her mouth not wanting to move as she commanded. After a second of stuttering she clamped her mouth shut and simply nodded.

The other ling giggled girlishly and turned. “Good night my queen.”

Before Elusive had a chance to correct him he had turned the handle and had vanished in a ripple of light, even the sound of his hooves seemed to vanish seconds after leaving the boutique. Leaving a blushing, stuttering Elusive to close the door silently, her mind still not catching up with what had happened.

He called us his queen!

Rather than a simple term of endearment, the phrase meant much, much more in changeling culture and for a changeling to call another ling that. Well that bordered on heresy and yet instead of righteous indignation all Elusive felt was… warmth?

It felt nice to be called that, even if a part of her thought it was rather egotistical to accept such a term. Eventually the parasite shook her head and slowly walked back to bed, her mind utterly consumed by the comment. Queen, the word rolled around in her head until she eventually lay back down in bed. He must respect me as much as mother.

After several minutes of ruminating on that particular thought, Elusive eventually pushed it out of her mind and forced herself to consider her options for their next enhancement.

All sorts of defences such as bioweapons, sub dermal chitin and others flashed through her mind and all were brushed aside just as quickly. She would need something different, something that would help when her mind truly began to adapt to the new information and power flowing into it from their old queen.

The answer came quickly, and a wide smile crossed their face. It was going to be difficult, time consuming and would leave Rarity and Elusive equally as exhausted but in the end it would be worth it. For when they awoke once more, their mind would be vastly improved.

New synapses would have to be created, a slight increase to the skull density and reduction to its size would allow a little more space. New brain matter would have to be grown from nothing more than magic and love but at the end of it all they would no longer be a hybrid of pony and infiltrator.

They would become a creature the world had not seen in centuries. A lieutenant and powerful protector of the coming royal.

They would become, a proto queen.

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Editing done by the wonderful everfree pony!

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