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Into The Fold

by Jest

Chapter 3: Conversion

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Twilight smiled, noticing from the position of the sun that she just over three hours before her little back up plan went into effect, giving her plenty of time to get home and make sure everyone understood that she was okay. She pushed her way through the last bit of the forest, brushing aside the thorns and branches that would have torn at her coat but merely bounced off her chitin. Her disguise was little more than an illusion for the moment, allowing her to traverse the last mile of the Everfree with surprising ease.

Her emotional detection seemed to work on animals and though she would have assumed they wouldn't be quite as easy to detect, the opposite turned out to be true. Though now that she thought about it, made sense, as Fluttershy had always said that her animals were just as emotional as most ponies she knew, sometimes more so.

With a smirk on her lips the mare stepped over the last bush and exited the Everfree completely before enacting her changeling disguise before discarding her illusionary one. With the return of her old skin came a strange sensation for the pony turned changeling, as it was both nostalgic and strangely disconcerting to look like she used to. She had spoken to other changelings while in the hive and had heard about how wearing a disguise can be uncomfortable at first but this seemed beyond that normal discomfort that they spoke of.

It was as if she was doing something she should not, and there was a part of her that rebelled against such an action. Pushing down that revulsion, the changeling shook her head and stepped fully into the mid morning light.

It was early, meaning there weren't many ponies wandering near the edge of town, and after expanding her emotional detection a little further she found only a few ponies around her. To her right she could feel somepony at the edge of the forest who was experiencing what tasted like anger, and a mix of resigned irritation and amusement. Evidently whomever it was had gotten a nice, if early wake up call.

The changeling could feel a few other beings moving around her, but no one had spotted her quite yet. Her excuse unfortunately relied on being seen though, so it was that she made her way a little further to the right before arcing towards town, ensuring that she caught a glimpse of a pony chopping down a tree before she made her way home. The flicker of recognition in the old stallion’s eye was all she needed, and judging from the slight confusion mixed with the recognition, it had worked perfectly.

With a smile on her face, the changeling picked up the pace, trotting a little faster towards town, only to stop when she had reached the edge of it. She turned, checking that her bags were bulging with clearly visible plants, but weren't spilling over quite yet. They looked perfect, as if she were in both a hurry, and had managed to gather quite a few of the strange blue and red flowers.

Knowing her excuse was perfect, the changeling trotted eagerly through town, her head down and a yawn on her lips. She could feel a few ponies spare her a glance, the slight tinge of recognition becoming a familiar flavor to the changeling over the course of a few blocks. With her confidence high the changeling trotted through town, making a beeline for sugarcube corner, her keen senses picking up the distinct smell of fresh baked goods from the other side of town.

In no time at all she made her way to the bakery, stopping for a moment to wave good morning to a smiling Bon Bon who sat beside a yawning Lyra. The changeling chuckled, noting how the unicorn was nodding off and slowly leaning against her friend, a thin line of drool slipping past her lips.

Twilight pushed her way inside and made her way over to the counter, thankful that there wasn't a line today. The changeling felt a sudden surge of joy, alerting her to the fact that Pinkie Pie had seen her, a second later the pink pony herself popped out of the back of the bakery, waving excitedly to the changeling. “Hey Twilight! Where ya been? Wait don't say anything.” The mare tapped her chin, her face screwing into a mask of concentration. “Was it a temple deep in the jungles, where you found an ancient and terrible relic of unfathomable power?”

The changeling blinked. “Not even close.”

“Darn.” The pink mare frowned. “Well where did you go?”

“I was looking for the rare black lotus which I thought was blooming the other night.” She sighed. “Unfortunately the textbook I found was wrong, but I did find plenty of Roibas though.”

“Rooi what now?”

Twilight rolled her eyes. “It makes for great tea, plus it's a perfect pick me up.”

“Ahhh.” Pinkie Pie smiled. “Neat! So, what can I getcha?”

“I’d like a black coffee and a danish please.”

“Coming right up!” The party pony disappeared, reappearing a second later with the changeling’s order in hoof. “That will be three bits please!”

Twilight hoofed over the bits and grabbed her food. “Thanks Pinkie Pie. See ya later!”

“See ya!” Pinkie Pie yelled, waving excitedly.

The changeling turned and left, sipping idly at her coffee and frowning when she noticed her new anatomy rendered it unpalatable. Taking a bite of the donut didn't reveal anything better unfortunately, as the sugar seemed to overwhelm the changeling with it's potency. Turning down the last street to the library the former pony dropped her treat in a nearby garbage can, frowning all the while. “Goodbye coffee, you were my oldest friend.”

Still, even with her snack now tasting like rancid burnt water and an overwhelming mess of sugar, she had enjoyed the variteble buffet of emotions that Pinkie Pie seemed to exude at any given moment. Over the course of the few minutes Twilight had been in the bakery she had tasted surprise, happiness, joy, amusement, and several others she couldn't quite place. That combined with the small bits of joy she felt when she passed by Ponyville’s citizens and the changeling was already well stocked with food she could actually enjoy.

Reluctantly, the princess pushed open the door to the library, flicking the open sign over and turning on the lights. “Hello? Spike, are you awake yet?”

The thump of feet coming from the second floor alerted her to the fact that her number assistant was indeed awake, and judging from the way he careened around the corner and sprinted down the stairs he had been a little worried. “Twilight!” The yell hit her a second before a wave of relief and joy pounded into her senses.

So overwhelming was this feeling that she stumbled back a step, narrowly managing to catch the leaping dragon in her hooves. “Woah there, what's going on Spike?”

Spike buried his face in the changeling’s shoulder, squeezing her tightly and nearly overwhelming her with a just how powerful his relief was. “I thought you ran away or something! I was this close from sending Celestia your secret in case of emergency letter.”

The changeling smiled, gently rubbing a hoof through the dragon’s spines. “I’m fine Spike, I left a note, remember?”

The dragon pulled back, looking up at her in confusion. “What are you talking about? You just left in the middle of the night without saying anything. You didn't even wake me up…”

Twilight sighed, putting the dragon down and taking a step back. “Look, obviously something went wrong as I was sure I left you a note.” She raised a hoof, cutting him off. “Regardless, I’m sorry I worried you.”

“You better be missy!” He crossed his arms over his chest, pouting. “I had to watch the library for like an entire day.”

“Oh you poor thing.” Twilight smirked. “How many customers did you have to help, five?”

The dragon’s eyes narrowed and he pouted harder. “No, like eleven.”

“You are so hard done by.” Twilight chuckled and made her way to the stairs. “If you will excuse me I have to dry these leaves quickly before they go bad.”

Spike followed close behind, eying up the mare’s bulging bags. “Is that why you left so soon?”

“Sort of. A textbook I was looking at told me of a rare plant called the black lotus that it said was going to bloom two nights ago. Unfortunately it was wrong, but I did find plenty of roibas, which made it at least worthwhile. And before you ask, it makes for a good tea.”

“Ahh.” He smirked. “Figures. I was telling the girls that you probably vanished after finding some rare something or other during your late night study session.”

The changeling dropped her bags at the door and turned, roughling the dragon’s scales. “You know me too well.”

The dragon smiled up at her before suddenly realizing something. “Where did you go anyway?”

Rather than be caught off guard the changeling smiled. “South end of the Everfree, but don't worry it's not quite as dangerous as the north and east. There's even a nice little town I stayed at near there.” She would have felt bad about lying to Spike, but it wasn't technically a complete lie, as one of the nights she had indeed stayed there after gathering enough of the plant to make her story believable.

“Oh.” The dragon scratched his head. “Did you at least find that black lotus thing?”

Twilight shook her head. “Unfortunately it's basically invisible when it's not flowering.” The changeling peeked under the desk before frowning and looking under the bed.

“What are you looking for?” Spike asked, following the changeling’s gaze.

“I’m trying to find what happened to the note I left you, it has to be around here somewhere.” THe changeling cursed under her breath. “This is starting to bug me.”

“Why does it matter, I mean your home now.”

Twilight frowned. “Still, it bothers me that it disappeared, I know I wrote it.”

Spike smiled. “You don't have to bother Twilight, I trust you.”

The changeling smiled, feeling a good surge of happiness flow into her. “Aww, thanks Spike.” Twilight quickly grabbed the dragon and pulled him into a tight hug. “I knew I could count on you to keep everything together while I was gone.”

“Well I am pretty awesome.” Spike muttered, hugging the changeling back and accidentally giving her a good supply of love in the process.

“Say, why don't you grab some bits and go grab us some brunch, my treat.”

“Really? You never let me pick.”

Twilight frowned. “That's not true, I…” The changeling withered. “Either way, that changes now.” She pulled out a bag of bits from her bag and placed it in the dragon’s waiting hand. “And yes, you can grab yourself some dessert while your at it.”

“Yes.” The dragon pumped a fist into the air before turning and scampering down the stairs. “Thanks Twilight!”

The changeling chuckled, watching the dragon disappear around the corner, the jingle of the door alerting her to the fact that he had completely left the library. A quick scan both magicaly and emotional told the changeling that she was indeed well and truly alone. With a sigh of relief, she discarded her disguise and stretched her wings, the gossamer appendages fluttering silently.

“Ahh, that feels much better.” The changeling did a quick stretch before reapplying her disguise and going out into the hall and down the stairs. “Can't risk taking it off for long…”

Though brief, it had been nice to get out of her disguise for a few seconds, and though she wanted to enjoy it for a little longer, she couldn't risk anyone seeing her. So it was that she slipped into the basement, closing and locking the door firmly behind her. Trotting into the centre of the room Twilight looked around, finding that everything was exactly where she had left it.

A few damaged bookshelves rested in a corner, beside which a few more boxes of old books rested. A desk resting beside that, upon which was her book repair tools, most of which had begun to gather dust. The changeling frowned, making a note to finally get around to fixing those few older books that had started to fall apart.

That wouldn't be for awhile though, first she had to secure the room.

Lighting her horn, the changeling enacted a plethora of anti scrying and privacy spells, at the end of which she could say for certain that no one save for princess Celestia could possibly spy on her and even then Twilight would know of it. Confident that she was now well and truly alone, the changeling discarded her disguise once more, a smile crossing her face.

She was about to start dusting before she facehooved, realizing that she had accidentally made it impossible for her to hear the bell at the door to the library. A quick scan with her emotional detection told her no one had entered, and a quick spell made sure to tie a mental ringing to the door being opened. With that secure she once more looked around, thinking of how best to start her hive.

She knew she would need a good digger, as her hooves were strong, but poorly suited to digging through the hard clay that surrounded the library and it would take awhile to get anywhere. Tapping her chin, the changeling paced back and forth, quickly realizing that she wouldn't be able to expand as easily as she first thought.

The tree itself was old, having been grown over a three hundred years ago and changed by a rather eccentric earth pony who had at first used it as a house. After she passed on the town had chosen to use it as a library, and since nopony knew how the old earth pony had managed to convert it into the home it had been, expansion was impossible. Twilight wasn't even sure if she could dig straight sideways. Though a good twenty feet below the surface of the street, the walls themselves were ancient tree roots, and though difficult to dig through, weren't impossible, but that wasn't what had her worried.

The tree was very old and any damage to it's root system could have dramatic consequences for it. The solution was simple, but did add another layer to her plans.

She had to dig straight down, far enough that she could clear the roots of the tree in order to avoid any potential pitfalls. It wouldn't be easy, as the trees roots no doubt reached far and wide, but due to the alterations the earth pony had made, their were far less of them directly beneath the basement floor. With that in mind the changeling got to work scanning deep into the earth, creating a mental map of the many root systems and clay deposits that may block her way.

After twenty minutes she had a relatively decent map of the underground, and a clear idea of the challenges she would face. Committing the entire thing to memory was relatively simple, as her changeling mind seemed more then capable of stowing complex images and recalling them perfectly at a later date.

“Just another ace up my sleeve.” She muttered before smirking, turning her head upwards towards the door.

A second later the door opened, the bell tinkling in Twilight’s mind and alerting her to the fact that her instincts had been correct. Fluttering her wings, the changeling flew to the top of the stairs before reapplying her disguise and stepping into the library proper.

“-here!” Spike yelled, holding several boxes of food in one hand while holding a gem covered ice cream cone in the other.

Twilight shook her head, smiling at the sight. “You know when I gave you that bag of bits I did expect change you know.”

Spike rolled his eyes. “The icecream was from Bon Bon who came in yesterday when you were gone.” He raised the cone up, showing it off. “It's a job well done present.”

“Well wasn't that sweet of her.” Twilight smirked, fighting the urge to laugh.

“Augh, puns.” Spike groaned, shuffling towards the kitchen. “If you need me I am going to be enjoying some brunch, I got you a daffodil and daisy sandwich, no crust.”

Twilight smiled, grabbing the offered box in her magic and following close behind the drake. “I think I’ll join you. Oh and Spike? Thanks.”

“Hey no worries, so long as your paying, I’ll get the food anytime.”

The changeling sat across from her assistant, smiling as she pretended to enjoy the sandwich she been given. It was fine as it's flavors were less intense then what other food she had tried since her change, but it was still nothing compared to the taste of love. Together the pair ate in relative silence, with Twilight watching as her assistant inhaled his rather impressively sized portion with little difficulty, all while balancing his ice cream in the other hand.

In the silence Twilight thought of what she would have to do to expand her new hive, only to be interrupted by a growling coming from her midsection. Spike raised an eyebrow, gulping down the last of his ice cream and looking over at the changeling. “Was that your stomach?”

“Err yes.” Twilight muttered, running a hoof over her lower torso and frowning.

“You must have been hungry, do you want some of my fries?” Spike offered, pushing his box of fries across the table.

“Sure, thanks Spike.” Twilight feigned a smile, forking a hoofull of the salty things into her mouth as her mind wandered.

What was that? She wondered, the strange feeling of emptiness suddenly catching her off guard.

It was as if her womb had growled at her, but that was ridiculous, right?

The changeling stopped mid bite, only now remembering the warning her mother had given to her. “A changeling princess or queen that finds themself alone will have an intense desire to produce more drones. This feeling is very powerful, and can be hard to resist but you must do so only when you have a nursery or have secured a few mates that will bear your brood.” Chrysalis remarked sagely.

Twilight blinked. “But what if I don't have any mates available?”

“Then your body will begin to grow and fertilize your first clutch in a matter of a month or two.” The queen’s eyes narrowed. “I would avoid this, as it is difficult to hide, and the first batch of drones will be weak, and not exactly the most clever. They make for good diggers and builders, but anything outside that is usually beyond them.”

The changeling princess shook her head, pushing the memory from her mind, and forcing herself back into the present. It was clear that she would need someone capable of digging her a nursery, and she had just the individual in mind.

Twilight grinned, watching as Spike used his claws to slice a gem in half before shrugging and tossing both sides into his mouth and chewing noisily.

All she had to do now was start on her hive, gather some love and wait for the perfect moment.


Spike rolled over in his bed, pulling the blankets tighter about his shoulders as he shivered against the slight brush of wind that rolled across the floor. He was tempted to hop into bed with Twilight again, as the mare seemed to have grown extra cuddly lately. Not like he would say he enjoyed getting cuddled by his sister, as that was so uncool, but he had to admit that it was kind of nice, plus Twilight seemed to keep forgetting the window open anyway.

With thoughts of a warm pair of fuzzy limbs waiting for him, the dragon perked up, glancing over at the bed only to find it empty. A tug at the blanket revealed his suspicions to be true, and the bed to be completely empty. “What the hay…” He looked around the room, finding that it too, was completely empty, save for the soft touch of the wind that caressed his cheek.

Pulling his small blanket up around his shoulders the dragon frowned and made his way over to the door. Normally he would have begun to panic, or look for a note, but this had happened once already only a few nights earlier.

Spike had woken up during the night and made the long sojourn to the bathroom seeking some relief from nature’s call, and when he returned he had found his sister gone, and her bed empty. That time she had left a note, and mentioned that she was in the basement tending to her tea leaf drying experiment, something she assumed the mare was doing once again.

The dragon thought it was silly that she would wake up in the middle of the night just to check on some leaves, but this was Twilight after all, and it wasn't exactly the strangest thing she had ever done. Spike opened the door and trundled down the hall, pulling the blanket tight around his body in order to fend off the midnight chill.

It was still strange though, especially when she said she wouldn't have to check them anymore.

Spike wondered what exactly was going on with the mare this time, as there was evidently something strange happening in that basement, and it wasn't just her sudden interest in tea making. Plodding through the quiet library was always a strange experience, one that Spike equated to the feeling of liveliness that the room usually had, but now did not, unnerving him. He shivered, walking a little faster and reaching the basement door in no time at all.

The dragon raised his hand and knocked on the door to the basement. “Hello? Twilight are you down there?” He leaned against the door, trying to hear any sign of the unicorn. “Twilight?” He asked a little quieter, suddenly realizing just how alone he was.

He gripped the door handle, expecting it to be locked like usual, only for it to open, swinging out and revealing a pitch black basement. Turning on the lights illuminated only the centre most of the room in a bright fluorescent glow, revealing the basement, and a hole that lay at the centre of which.

“What the hay?” Spike mumbled, noticing several floorboards had been pulled up, revealing a deep shaft that went straight down a dozen or so feet before turning suddenly and disappearing to the right.

His curiosity piqued, the dragon stepped quietly down the stairs, trying desperately to peer into the hole while also simultaneously wondering how exactly such a deep cavern had appeared overnight. Now that he thought about it, Twilight had been coming down here quite a bit and though she had officially said it was to fix a few books that had become damaged, she had finished doing that a few days ago and still she made excuses to come down here.

What did it all mean?

The dragon abandoned his blanket at the bottom of the stairs, walking slowly towards the hole before kneeling down and crawling the last few feet, paranoid about accidentally falling in. With his claws firmly clutching the floor boards the dragon peered over the side, only to frown when he realized it was too dark to see anything.

Summoning a bit of his dragon magic, he breathed a bright gush of flame down into the hole, illuminating more then the meagre light bulbs could.

The tunnel was as deep as he had seen from atop the stairs, but had also hid the fact that it was lined with some sort of strange green mucus that clung to the sides. It seemed thick, and covered just about every inch of the sides, even the roots, giving the entire thing a constructed yet alien look.

“Huh.” He whispered. “Creepy.”

“Now why would you say that after I spent all that time building it?” A voice from behind him asked.

The dragon nearly fell over the side in his haste to stand, only being caught by the magenta glow of someone’s magic. Finding himself aloft in a telekinetic aura, the dragon turned his head, only for his jaw to hang open.

“Twilight?” He muttered in disbelief.

The changeling chuckled at the upside down dragon, before turning him right side up. “Hello Spike, how was your sleep?”

He blinked, noticing something off about the way the light seemed to catch Twilight’s coat, the low light hardly illuminating the mare other then her… “Twilight, what's wrong with your eyes?”

“My eyes?” She blinked, only to remember her eyes had the same slitted appearance as her mother’s. “Nothing is wrong with my eyes, in fact they see better than ever.”

“What do you…” The dragon’s jaw hung open as she stepped into the light, revealing her black carapace covered body and thin gossamer wings. “What the hay happened to you?”

“Mother chose me to join her family, as I have chosen you.” She remarked simply, placing the dragon down in front of the hole.

“Okay so you've been replaced by a changeling, but why dig a hole in the basement?” he asked, tapping his foot and looking over the changeling’s shoulder and towards the door.

“Oh I haven't been replaced, merely changed.” Twilight smirked. “As for the hole, that is where our hive shall take root. Fitting isn't it? To take root amongst the roots of this great tree.”

“Yeah it's real poetic.” Spike remarked with a frown. “Was it supposed to be filled with water?”

“What are you talking about?” The changeling blinked, stepping closer only to stop. “You know you shouldn't lie to a changeling Spike, dishonesty tastes terrible.”

Spike’s eyes narrowed before he bolted for the door, breathing a burst of fire at the changeling as he sprinted away. The suddenness of it would have taken a normal pony by surprise but the changeling had tasted the anger brewing inside him and knew he was going to do something like this. The changeling conjured a quick shield to ward off the flames before pushing it forward and morphing it into a thick chain that bound the drake by the arm.

Unaware of the sudden shift, Spike ran to the end of his chain before getting caught and jerking backwards. “Hurk.”

Twilight dismissed the chain, frowning as she walked over to the prone dragon. “Honestly Spike, how many times have I told you to pay more attention to what's going on around you.”

The changeling clicked her tongue in annoyance before holding the dragon down and running a quick scan over his arm. “Good, you didn't hurt yourself. You seriously need to slow down alright? Your scales aren't going to save you every time.”

Spike winced, rubbing his wrist. “It really is you, isn't it?”

“Of course it is, now hold still.” The changeling lit her horn and cast a quick spell, making the slight throb in his wrist to go away. “There, now please pay attention, I don't want to have this issue again.”

“Why are you doing all this?” Spike asked hesitantly, gesturing to the floor and to the changeling herself. “What are you planning?”

“Oh Spike, you say that as if I have some grand plan for taking over Equestria or something.” Noticing the dragon’s deadpan expression the changeling sighed. “That is not what I had in mind. In fact I don't want to take over anything.”

“Bwuh?” Spike muttered, aghast. “But Chrysalis tried to take over Canterlot like a month ago.”

“She was… misguided.” Twilight shook his head before pulling the dragon up to his feet. “She believed that it would fix their food shortages for good, and forgot how love works.”

“Huh.” Spike rubbed his wrist one final time before looking up at the door. “I don't suppose your just gonna let me send a letter to Celestia, are you?”

“I’m afraid not Spike.” Twilight sighed. “Your important to the future of my hive, and my new family. I can't let you jeopardize that. In fact that's the entire reason I lured you down here.”

“What do you mean?” Spike asked hesitantly, backing up slightly.

“We need a strong digger, and I need your draconic DNA. It's important to the hive that we have access to the genetic advantages that your scales and breath could give us.” She smiled. “More importantly I need my number one assistant on my side.”

“You know how crazy this sounds right? You have to tell Celestia.”

“No!” The changeling placed a hoof on the dragon’s shoulder, forcing him back into a sitting position. “We can't tell her, not yet. I know how she would react and it would not be good. We need to build our strength first, and give me time to come up with a better plan to deal with that little potential calamity.”

Spike glared at the changeling, filling her mouth with the foul taste of anger. “The real Twilight would have gone straight to Celestia.” His eyes narrowed. “You are not her.”

Twilight sighed. “I suppose I was rather naive to believe that this would end any other way.” She gripped the dragon’s chin and forced him to look her in the eye. “Stare deep into my gaze and realize the truth.”

Spike tried to close his eyes and turn away but found himself held fast by the changeling’s magic, unable to tear himself from her now swirling orbs of purple. “N-no.” He muttered weakly, feeling his strength begin to leave him and his limbs grow heavy. “S-stop.”

His struggles continued to weaken until he lay slack in the changeling’s grip, standing stock still as he stared into the changeling’s swirling eyes. “Good. Keep looking into my eyes.” Twilight commanded.

The dragon grunted his affirmation, unable to open his mouth due to the sheer amount of attention he was forced to give to the changeling’s ensnaring gaze.

“You are mine now. I will make you into something better, more complete then what you were, but first.” The changeling sighed, shifting her back legs as something long and slippery pushed forth from between her legs. “We need to have a little fun.”

The changeling ran a hoof down her ovipositor, feeling the slick lubricant clinging to it and ensuring that it would easily be able to enter it's target. “Not to say this doesn't have utilitarian purposes as dragon DNA is hard to incorporate, necessitating a little… Injection, first.”

She chuckled, noting how Spike merely nodded slowly.

“When I clap my hooves you will wake up and do everything I tell you and you will enjoy every minute of it. Understood?”

The dragon nodded meekly.

“Good.” The changeling clapped her hooves together, startling Spike from his trance.

The dragon shook his head, rubbing his eyes and grumbling. “What the hay happened? Feels like I just stared at the sun for too long.”

“Weird.” Twilight smiled. “Are you feeling better now that we had our little discussion?”

Spike nodded. “Yeah, I guess I never really thought about it like that.” He tapped his head. “Uh, what were we talking about again?”

“Me being a changeling of course.” Twilight replied.

Spike nodded. “Oh yeah. Psh, that's nothing. So what if your a changeling?”

“I'm glad your so accepting Spike, I was worried you would hate me.”

Spike gasped. “Hate you? Twilight you practically raised me, I would never be mad at you… for long anyway.”

“Oh Spike.” Twilight pulled him close, squeezing him in a tight hug. “Thank you. Being a changeling has come with certain… challenges and I don't know what I would do if you hated me.”

“What kind of challenges?” Spike asked, squeezing the mare back.

“Well..” Twilight placed him back on the ground and focused, making her ovipositor grow long, hard and morph in order to perfectly mimic a cock. “It comes with certain urges.”

“Twilight what are you talking about?” The dragon looked down, following the changeling’s gaze, his jaw hanging open when he realized what exactly he was looking at. “What the hay? Why didn't you tell me you got turned into a dude changeling. Or whatever the male version of changeling is.”

“Oh I’m not a male.” Twilight shook her head. “It just comes with being a princess I guess.”

“Wow, a princess.” Spike muttered, his gaze lingering on the mare’s hard cock that now dangled between her legs.

“You like it don't you?” Twilight asked, wiggling her hips and making her cock bob, smacking against her carapace covered belly.

“Yeah.” Spike muttered.

“You think it looks tasty, don't you?” Twilight whispered, leaning close to the dragon’s ear and rubbing a hoof down his chest.

“Yeah.” He mumbled, staring at the very tip of her cock, wherein a single dollop of green pre dripped forth, making the dragon lick his thin lips. “It looks really good.”

“You want to make me feel good, right?” Twilight whispered huskily, leaning a little closer.

“Yess.” Spike’s body shook with need, hardly able to hold himself back from lunging forward. “Please, can I taste it?”

Twilight tapped her chin as if she were really thinking about it. “Hmmm.” The dragon’s face screwed up into a pleading look he rarely used. “Okay, but be careful okay? It's sensitive.”

Spike nodded dutifully, before Twilight released him, allowing the tiny dragon to scamper on all fours beneath the changeling’s body, eagerly crawling over to the towering pillar of glistening green changeling flesh. It was easily the largest cock he had ever seen, coming out at a few inches bigger then even Big Mac’s, meaning it was almost as half as big as he was. With that realization clear in his mind, the dragon stopped, wondering just how he was going to pleasure such a monster.

“Go on, what are you waiting for?” Twilight asked, wiggling her hips. “You want it badly don't you?”

“I do! But I’m so small, how am I supposed to… you know?” He gestured to her cock despondently, frowning at his own inadequate size. “I could hard even get my lips around such a monster.”

“You haven't even tried though.” Twilight pointed out, rubbing the dragon’s spines with a hoof and smiling. “Trust me, you can do this Spike.”

“Okay…” He grumbled, leaning forward once more, sniffing the heady scent of needy changeling.

It was a strange smell, the closest thing he could think of was lime, but even that did little to describe just how truly strange it was. The entire length was also far stranger than any dick he had seen, as it lacked veins or bumps, and though it had a flared head and a medial ring, that's where any such comparisons to a pony cock ended. The tip of her dick was also far wider, the hole much larger, a thick bubble of cum oozing out of it.

Without thinking Spike leaned forward, catching the dollop at the end of his tongue, surprised by his own sudden movement. The taste itself was strange, but not quite as weird as the scent, as it now tasted almost exactly like lime, one of his favorites.

“Oh wow, you taste good.” He muttered, before leaning back in and lapping at her tip.

Twilight chuckled. “Oh really?” She sighed happily, feeling a surge of pleasure shoot up her spine. “I didn't know.”

“Uh huh.” The dragon muttered, eagerly getting back to work.

His long, serpentine tongue made short work of the small build of pre, eagerly swallowing several spoonfuls of changeling semen before pulling back and licking his lips. “That was really good. I’m going to start now, okay?”

Twilight nodded. “Okay, just remember to watch your teeth, they are really sharp.”

Spike rolled his eyes. “Yes Twilight.”

The dragon leaned forward, pressing his lips against the mare’s strange green cock and shivering in excitement. It was his first real sexual encounter and though there existed a tiny part of him that found this entire situation strange, there was also a much louder voice that was too excited by the situation to really think about it. She smelled so good, tasted so good, what could possibly be wrong about such a scenario?

Spike shook his head and leaned forward, placing a hand against the changeling’s underside in order stabilize himself. His lips parted, and his tongue snaked out of his mouth in order to began lapping at the changeling’s cock, his eagerness driving him on. The dragon’s long thin tongue lingered over the edges of the strange appendage, and even more so around the hole, the male eager to taste more of that delicious liquid.

Twilight shuddered in pleasure, surprised by just how good it felt to have her ovipositor handled so gently. The dragon’s thin sandpaper like tongue felt surprisingly good as well, managing to tease another dollop of pre from her tip, which Spike eagerly swallowed. As the minutes passed the changeling became more used to the feeling, and as her lust built she began to want more than just the teasing she was getting.

“Go deeper Spike, use your lips.” Twilight commanded.

Spike nodded. “Yes Twilight.” He murmured.

The dragon eagerly dove back down, this time not merely stopping at her head and instead opening his lips wide and barely managing to fit the strange cock into his mouth. It was difficult, but the appendage was strangely spongy, and shrunk just enough that he was able to push it past his lips. Unsure of what to do, Spike pushed a little deeper, crawling forward in order to better swallow more of the huge appendage.

The dragon’s mouth felt a lot like his tongue, with the strange sandpaper like texture returning with a vengeance. Though one wouldn't think that was a good thing, Twilight’s changeling body was heartier than most, and the odd sensation made her shiver in pleasure. The heat was the next thing Twilight’s noticed, as the dragon’s breath was hot against her cock, making her shiver in anticipation. His mouth was even warmer still, and as her ovipositor pushed deeper, that heat grew, though never to the point that it became hard to bear.

It was a pleasant, almost calming warmth, one that only added to the pleasure of the moment and made Twilight wonder if it was purely a dragon thing, or whether or not a pony’s mouth would feel the same way. The changeling pushed such a thought aside for now, knowing full well that she did not have the time to find a lover, and she felt bad enough using her hypnosis on Spike, nevermind a random pony.

Pushing deeper, Spike grabbed Twilight’s attention rather suddenly, alerting her to the fact that he had grown hungry for more after pushing his face hard against her ovipositor while beginning to suck gently on her throbbing length. The changeling purred in delight, her wings fluttering absently at her sides as she basked in the lust emanating from her assistant. It wasn't a bad flavor by any stretch of the imagination, but she found that it grew better tasting the longer she indulged on it. Though it had no equivalent to a food that Twilight knew of, it was vaguely sweet, with just a hint of bitterness at the end, a bitterness that lessened as time went on.

The dragon continued on and on, pushing the delicious peice of changeling meat further into his mouth before he felt it hit the back of his throat. He lingered for a moment at that precipice, unsure of what he should do, only to shrug and push on after a second of thought. Twilight’s eyes went wide as she felt Spike’s tight throat begin to wrap around the head of her ovipositor, not even gagging as the large appendage slid deeper than ever before.

Right, he's a dragon, no gag reflex. Twilight thought to herself, remembering a bit of trivia she had all but forgotten of until this very moment.

With that in mind she wiggled her hips slightly, making sure she could feel Spike’s hot breath and that he wasn't doing anything foolish like holding it. With just a little bit of room left around the changeling’s ovipositor, Spike was able to breathe, albeit in short, shallow breaths through his nose. Still, he wasn't going to complain, as he seemed more than capable of taking her ovipositor as deep as he wanted.

Something he eagerly indulged in, the mental commands of the changeling pushing him to greater heights of depravity. Inch after inch slid down his throat at a rapid pace, the dragon having to crawl forward due to the sheer size of the invader now lodged in his throat. Throughout it all he had a smile on his face, his tongue lathering the changeling’ ovpipositor in attention while he sucked dutifully.

Though Twilight knew she could easily hold off on her orgasm, she saw no reason to delay the inevitable, so when she could feel the beginnings of one begin to stir at the edge of her perception she smiled, welcoming the coming feeling. Her body churned, ready to begin depositing eggs into her lover, only to find no eggs ready, leaving only a large amount of changeling lubricant that needed to be expelled.

Moaning loudly, the changeling bucked her hips forward, unable to resist the urge to stuff even more of her cock down the dragon’s eager throat. Several inches surged into his gullet, the dragon finding himself impaled on the massive appendage, his feet lifting from the floor as the ovipositor began to twitch. On cue, his own comparatively smaller cocks began to spurt, shooting twin streams of thin, watery seed all over the floor.

His eyes rolled into the back of his head, his arms and legs hanging loose at his sides as the most intense orgasm of his entire life exploded through his body.

A feeling Twilight shared as well, her gossamer wings fluttering to the point that she very nearly lifted from the floor. The surge of lust that came from Spike was delicious but not quite as delicious as when he came, filling the changeling with utter joy, tinged only with hints of lust along with the same strange bitterness. Now that she thought about it, the bitterness was in all his emotions.

Probably a side effect of the hypnotic control. She figured, pushing that thought aside for now as her ovipositor began to erupt with changeling lubricant, her body churning as it began to fill the dragon’s stomach with the green gel.

The dragon didn't seem to care, merely dangling there on the end of Twilight’s cock as thick green lubricant began to stuff his stomach nearly to capacity in only a few spurts. The stuff was so thick and came in such massive spurts that Spike could feel his already bulging throat distend even further as the load after load surged into him. As time passed the dragon’s orgasm petered out, and his senses seemed to return, making him realize the strange position he was now in.

Yet even then he didn't panic, merely waiting a few more seconds as Twilight’s dying orgasm finally petered out completely. Only then did he extend his legs, and with a firm grip on the floor, began to extract the massive appendage from his body, pulling himself down it’s length.

Twilight sighed, bending her knees slightly to allow the dragon a better grip, which he eagerly used to pull himself back further. The heat of the dragon’s body had grown surprisingly familiar, to the point that now that she lacked it, Twilight almost wished she could feel it's return. Shaking her head, the changeling took a step back for a second, smiling as Spike wiped his lips and swallowed, rubbing a hand over his slightly distended gut.

“Enjoy yourself?” Twilight asked.

Spike nodded weakly, still rubbing his stomach. “Yeah, that was really something.” He blinked, poking his stomach. “Is it supposed to feel like that? I thought cum was all watery and stuff.”

“Not changelings. We don't actually have semen, but rather lubricant for the purpose of depositing eggs.” She smiled, running a hoof through the dragon’s scales and earning a blush from her assistant. “But I don't have any eggs ready right now.”

“Ahh, that's weird.” He winced. “I mean…”

Twilight shrugged. “Don't worry about it. It was kind of weird at first as well, but now that I’ve had time to think about it’s not so strange.”

“I guess.” Spike licked his lips, looking down at Twilight’s bobbing ovipositor. “Can we do that again?”

“I’m afraid not right now, I have a different kind of fun in mind.” She said with a smirk.

“Oh?” Spike blinked. “Like what?”

“Well…” She smirked, circling the dragon and eying him up, her gaze lingering on his surprisingly round butt. “I was thinking of using your other hole. I have to make sure what comes after works, which means plenty of injections.”

The dragon blushed hard, looking over his shoulder at his ass. “Are you sure? That doesn't sound like fun. What's coming after, anyway?”

“You will see my young assistant, you will see.” The changeling placed a hoof on the dragon’s shoulder and pushed him forward, making him land with his hands on the floor.

The changeling eagerly moved into position over the kneeling dragon, making him gulp as he looked up in a mixture of fear and anticipation. Just as Twilight was ready to get started she realized just how glaring their size difference was, as she could hardly even bend down to his level without falling over.

“This is not going to work.” She muttered, taking a step back.

Spike blinked, looking over his shoulder in confusion. “What do you mean? Should I push out my butt more?” The small dragon did just that, pushing out his ass and lifting his tail out of the way. “Like this?”

Twilight was about to say something only to find the words to hitch in her throat, unable to utter what she had been about to speak. His ass was surprisingly wide, large enough to rival that of a pony’s now that she thought about it, and though his diet was mostly gems, he also had a sweet tooth bigger then anypony save for maybe Pinkie Pie. All of which meant that his plush, peach shaped posterior was absolutely delectable.

“Twilight?” Spike asked nervously.

“Whuh?” The changeling shook her head, dislodging the lust that had nearly clogged her senses. “Oh uh, just hold on a second.”

Twilight tapped her chin, thinking about how best to go about actually fucking the diminutive drake. Sure she didn't have to, but after seeing just how good his butt looked she couldn't back out of it now, her ovipositor had practically throbbed at the mere sight, nevermind how good it would actually feel to have her slimy appendage rammed up his back door.

“I got it.” The changeling announced excitedly.

“Got what- whoa, warn me when you do that.” Spike whined, having been picked off the ground and unceremoniously lifted into the air by the changeling’s magic.

Twilight giggled. “Sorry Spike, I just figured out a solution to our little problem is all.”

“Oh?” He asked curiously, watching as the changeling lay on her side before shifting onto her back, her wings splayed and her ovipositor laying against her chest, twitching occasionally.

The dragon gulped, his eyes once more drawn down to the massive appendage, before licking his lips as he eyed it hungrily. “Thirsty for more?” Twilight teased, floating Spike down onto her chest, his butt facing her ovipositor.

Forced to look the changeling in the eye made Spike blush profusely. “I…” He gulped. “Y-yes.” He muttered.

Twilight smiled, roughling his scales with a hoof. “Don't worry Spike, you will enjoy this even more than when you sucked it, right?”

The dragon’s eyes glazed over for a moment. “Yes Twilight.” He muttered in an even, monotone voice.

“Good, because I just know you are going to love being stuffed full.” She giggled, her ovipositor brushing against Spike’s hole and making him shudder, emitting a burst of delicious lust.

Spike shook off the fog that hung over him, suddenly remembering where he was, and what he was about to do. With a blush on his face, the young dragon shifted his weight around, slipping his feet to the ground and his hands against Twilight’s chest, keeping him up and allowing him to line himself up against the massive appendage poking against his back door.

This time Twilight didn't bother pretending that it was a cock, allowing the ovipositor to remain as soft and slippery as usual, knowing full well how much more difficult this hole was going to be to penetrate. Spike nervously began to crawl back, glancing over his shoulder occasionally in order to ensure he was going where he was supposed to.

He stopped just as she felt his hole brush against her ovipositor, a look of fear and confusion in his eye. “Are you sure about this Twilight? Your really big and I want it but..” Spike bit his lip and looked down.

Twilight smiled, reminding herself of the necessity of what she was doing. “Trust me Spike, this is going to feel great.” The changeling pushed a little magic into the phrase, making sure it took root in the dragon’s mind.

Spike shook the distant expression from his face. “Actually that does sound really good.” He bit his lip and looked back at the throbbing green length of changeling shaft poking against his rear.

Twilight smirked, deciding she had been teased long enough before suddenly pushing her hips forward and forcing the slimy appendage into Spike’s back door. The natural lubricant still clinging to it allowing the ovipositor to slide several inches inside him before finally stopping. The dragon’s wide eyes fluttered for a moment, surprised by the sudden surge of pleasure coming from between his back legs. The fullness was there, along with the feeling of tightness that came with having something so big jammed inside him, but there was also something else. The way it moved, the way it seemed to wiggle inside him made him think that it had a mind of it's own.

Bucking her hips again, Twilight managed to startle Spike from his reverie, alerting him to the fact that he had yet to move, and the changeling had grown hungry. Gripping the changeling’s chest a little tighter, Spike pushed back against the massive appendage, surprised to feel several more inches sliding inside him with relative ease.

The dragon shuddered suddenly, Twilight being able to taste a hint of the pleasure he felt, as well as the lust that emanated from him. “Enjoying yourself?” Twilight teased.

Spike nodded. “This feels really really good.” He muttered, a hand going down to his stomach, only for his eyes to go wide. “Is that?”

He looked down, quickly finding that his stomach was bulging, his body barely able to contain the changeling’s throbbing shaft. Twilight smirked, running a hoof over the bulge and giggling as another moan spilled from Spike’s mouth. “Your enjoy that little bulge I’m making, aren't you?”

Spike whimpered meekly. “Y-yes.”

I didn't give him that desire. Twilight chuckled, noting that she must have found something he genuinely enjoyed. Maybe I should put some eggs inside him when the time comes. Twilight shook his head, not wanting to think about eggs quite so early into her princesshood.

“Well, go on, I have a lot of dick left that needs a home.” Twilight prodded, giving her hips another teasing buck.

“S-sorry.” He muttered, removing the hand from his midsection and gripping the side of Twilight’s black chest.

The changeling smiled, watching as Spike shifted his hips backward, pushing more of her ovipositor into his depths and making the bulge in his belly grow ever larger. With a smirk on her lips, the changeling bucked her hips, only to find that she had hit a wall and she could no longer fit a single inch into the diminutive dragon.

“S-sorry Twilight, I don't seem to have any more room left.” Spike muttered sadly, one hand rubbing the large bulge her ovipositor made in his stomach.

“Don't worry Spike, I’ll think you’ll find that we changelings are quite-” She smirked. “Adaptable.”

A sudden surge of movement made Spike’s eyes go wide, the shaft inside him suddenly surging deeper, as if it had simply turned and began to move all on it's own. “What the- oooh.” A dopey smile crossed his lips as he felt the strange appendage burrow deeper inside him. “That's good.”

Twilight giggled at her assistant’s expression, watching as his tongue lolled out of his mouth, so overcome by pleasure that he wasn't even aware of the weird look he now had plastered onto his face. “What did I tell you Spike? I knew you would love it.”

The dragon hardly even acknowledged her, his body shaking as he felt her shaft shift and move, tunneling ever deeper. It was a strange, utterly alien feeling, but was also one that Spike had to admit felt bizarrely good. He had been dissuaded at first when he felt as though he had run out of depth, but now that he felt his belly continue to fill with the changeling’s alien appendage, he felt pleasure unlike any he had ever experienced.

He wouldn't be distracted again though, and even if a part of him wanted to lay there and take it, he refused to simply be a bystander again. The little dragon clutched the changeling’s chest tightly before pushing back, the slithering appendage inside him surging even deeper. Twilight could only lay there as it became her turn to be overwhelmed by pleasure.

His throat had felt good, the heat, the warmth, all of it was perfect, but now, everything had been ratcheted up to eleven. The way his ass squeezed down around her ovipositor was perfect, the young dragon having already adapted to her massive appendage invading the depths of his ass. Add to that the pleasant heat that came with plunging her shaft deep into Spike’s body and it was no wonder Twilight lay there, shell shocked and baffled by just how good this was.

Their moans intermingled and grew, filling the basement with the sound of their love making, while Twilight eagerly gobbled up the love they produced. It was pure, and delicious, only tinged slightly by the hypnosis she had used earlier, making the changeling wonder if this was truly something the drake enjoyed, and just how much of his enjoyment had been her suggestion. Pushing aside those thoughts for later, Twilight brought her hooves up, gripping the drake’s sides and smiling when she felt his body shudder beneath her touch.

“Your close, aren't you?” She asked, whispering huskily into his ear.

“Mmhmm.” Spike muttered back, biting his lip.

“Than let's make it quick, shall we?” Twilight said with a smirk, buck her hips and forcing herself deeper into the dragon’s ass, a move she repeated over and over again.

Spike wanted to move faster, to force his hips back against Twilight’s at a faster pace, but she was already moving so fast that he could hardly even hang on for the ride, nevermind contribute much more than the occasional slight push. Twilight’s newfound flexibility was put to the test as she absolutely jackhammered Spike’s ass at such a rapid pace that the dragon could hardly tell the beginning of one thrust and the end of another.

All he could do was hold on as he felt his sister pound his ass with such a fervor as to make his body feel as though it had been transformed completely into little more then a hole for the changeling to use and abuse as she saw fit. The idea was so erotic, so debased that Spike found himself shivering in ecstasy as he realized just how truly subservient he had become. Something that Twilight couldn't help but notice, cracking a wide smile at the way his tongue fell from his mouth, a dopey grin plastered onto his face.

Gripping his hips with her hooves, the changeling continued to slam into him, already feeling the end drawing closer by the second. Her orgasm, which had at first risen almost a little too quickly, had begun to feel more normal, allowing her to push it off slightly, knowing full well that Spike wouldn't last more than a few seconds. Any longer and she was sure she wouldn't be able to keep up, but this much she could indeed do.

As she slapped against the dragon’s small yet supple ass for the final time, she felt his cocks twitch and with that final sign, she threw herself into one last powerful thrust. The ensuing wet slap of their hips connecting was audible over even their moans of lust, only furthering their pleasure. Then, all at once, things came to a head as both parties finally succumbed to the pleasure and began to cum, hard.

Spike’s cocks dribbled weakly, spurting thin streams of weak, watery cum against the changeling’s chest. While Twilight’s cock absolutely exploded with gel, filling the dragon far more than she had only a few minutes ago. Within seconds his stomach bulged far more, making the little dragon appear pregnant somehow. The sight was an erotic one and Twilight giggled, running a hoof over it as she smiled at the dragon.

When Spike’s senses returned, he followed Twilight’s gaze down, his cocks twitching their final few spurts as he beheld just how truly massive he had grown. The sight made his dicks twitch a little harder, spurting just a little more cum from their depths as he witnessed how bloated his form had become.

“Oh my gosh Twilight. That was so amazing.” He muttered, slumping against the changeling’s chest and breathing heavily as the last of his orgasm petered out.

Twilight smiled, feeling her body continue to pump the last few weak shots of gel into the drake’s body, further bloating his belly another inch before falling still. “I’m glad you enjoyed yourself, but the night is far from over yet.”

“What do you mean?” He asked, eyes going wide as a smile spread across his face.

“You need to join my hive of course.” The changeling giggled. “It's time you became family in not only name.”

Spike’s cheeks lit up with a bright red blush. “You mean it? We would finally be… you know?”

“What should I call you, brother, or perhaps son?” Twilight asked, smirking as she already knew the answer.

“Well if you wouldn't mind… I’d like it if you called me your son.” Spike smiled faintly, looking up at the changeling with hope in his eyes.

“I think that is a very apt choice, considering what is going to happen next.” Twilight pointed out, smirking at the drake’s confusion.

“What do you mean?” He asked.

The changeling merely tsked, booping the dragon on the snoot and smiling. “That is for me to know, and for you to find out in mere moments.” She chuckled, gesturing to his body, which was still impaled on her ovipositor. “Now if you wouldn't mind, I kind of need my bottom half back please.”

Spike blanched. “Oh yeah, that might help.”

Twilight shook her head, watching as Spike stood on shaky legs before having to walk several steps forward, her ovipositor slowly snaking it's way out of his lower intestine until eventually it slipped all the way out, leaving a thin line of green slime down the cleft of the drake’s ass. Once free from the lengthy invader, Spike sighed, rubbing his belly sadly, already dreading the absence of the massive appendage from it's spot deep inside him.

“Don't worry Spike, you will love what is coming next.” Twilight promised, leaning forward and planting a kiss on the dragon’s lips, before slipping out from beneath him and standing up.

“If you insist… Though I doubt anything could beat that.” He shuddered, rubbing his gel filled belly absently.

“Oh Spike.” Twilight giggled.

The changeling stood and went through a few quick stretches, ensuring that her body was limber enough for what she was about to ask of it. When no irritating pops or aches and pains coming from her joints, the changeling pushed her magic into her body, following what her mother had taught her. The process was slow at first, but she had already done the majority of the changes before Spike had gotten down here, meaning it didn't take long for her to finish the final preparations she needed to make to her body.

With one final scan again bringing up the all clear, she smiled, feeling a renewed sense of purpose as she realized just what exactly she was about to do. She knew that it was not something her pony self would ever dream of, but that didn't bother her as much as it once would have, and she merely chuckled at the thought instead of blanching in terror. What happened next was both a mercy and a joy after all, and one she would bestow on Spike with pride.

A mercy in the fact that he would be spared forever from Chrysalis’ potential ire, and a joy due to the fact that the young drake had always craved to truly join Twilight’s family in more than mere name alone. Indeed Twilight remembered well the long nights she had spent when he was young, consoling the young dragon when he grew despondent over not having a ‘true’ family.

With a smile on her face she turned to face the dragon, noting the way he stood there awkwardly, hopping from foot to foot as his hands stayed glued to his belly. “Are you ready?” He asked nervously.

Twilight nodded. “Yes, I’m ready to make you apart of my very large family.”

Spike’s wide smile faltered for a moment. “So how exactly does this work anyway? Do you cast a spell on me or…”

The changeling shook her head and sauntered over to the dragon, giving hre hips a little wiggle as she felt her pussy already begin to distend to the needed size. “Not quite.” She smirked. “What I’m going to do is stuff you inside my pussy, then force you into my womb. From there I will remake your body and mind, adding your genetic material to my own stock, as well as connecting you to the hive mind.”

Spike blinked. “And then I’ll be your uh, son? Right?”

Twilight patted the dragon on the head. “Then you will be my son, and we will be as close as a mother and her child could possibly be.” She smiled. “Are you ready?”

The dragon nodded eagerly. “Yes ma’am. What do I do?”

“Just stand right there, I’ll handle everything else.”

Spike did exactly that, biting his lip in an effort to hold back the eagerness that threatened to spill out of his very being at a moment’s notice. That was until he noticed the way she walked into position, turned around, and presented her gaping pussy to him.

“Holy moly.” He muttered, gazing up at the changeling’s distended cunt, transfixed by the slight trickle of green slime that dripped from it. “Whoa.”

Twilight smirked, watching Spike over her shoulder. “Are you ready Spike?”

“Ready mom!” He shouted, raising a fist in the air.

“Good, now raise your hands above your head and hold them together, okay?”

Spike nodded, doing as he was asked and assuming the aforementioned position. “Ready.” He announced happily.

Twilight nodded one final time before stopping suddenly. Placing a hoof against her chest, the pony turned changeling sighed deeply, pushing down the last remnant of her former self and putting any remaining worries to rest. This would make her hive strong, give her a perfect digger, add more genes to the pool that she could pull from, as well adopting Spike the changeling way. Plus, she had to admit that she had grown used to the hive mind’s presence during her stay at her mother’s hive and it's now muted presence was disturbing. Having another voice to add to the chorus would certainly be a pleasant one.

“Now or never Twilight.” She muttered, before lighting her horn and quickly casting a quick breathing spell on Spike.

Just as she was about to push back and begin the long and arduous process of rebirthing the dragon, a sudden presence settled into her mind and she could feel her mother’s pride course through her. With a smile on her face, the changeling pushed back, dropping her hips and making Spike gasp in surprise. The changeling’s back end easily engulfed his hands, wrists and even swallowing everything all the way up to his head with absolutely no difficulty.

The dragon watched on in stunned admiration as the changeling's pussy swallowed his arms whole and descended over his head, making his spines vanish. Her momentum carried her further, with the changeling’s pussy swallowing nearly his entire head before slowing, her pussy simply not wide enough to get over his nose.

Spike blanched, pulling in his nose and wiggling his head, trying to help his mother out in any way he could. Twilight appreciated the effort, but couldn't exactly thank him given the fact that her jaw was clenched so hard she could probably bite through oak. Pain was minimal, but far more immediate than that was just how strange it felt, between the completely bizarre nature of such an act and the sheer amount of stretching going on, Twilight’s mind had nearly slowed to a crawl.

Just as she feared as though she had frozen up completely, instincts she didn't know she had suddenly took over, her body adjusting quickly, and allowing the dragon’s head to slide inside her. The changeling’s pussy eagerly swallowed the dragon, managing to squeeze his shoulders inside her, as well as the upper half of his torso. With a grunt, the changeling pushed harder, throwing her weight down as hard as she could.

Inch after stretching inch slid inside her, warping and distorting her stomach as the dragon’s body forced her midsection to distend. Knowing Spike was probably about to panic about his loss of air, Twilight channeled her magic and pushed a wave of calm through him, making his muscles fall slack as he no longer needed to breathe at all. Which had the adverse effect of allowing more of the dragon’s body inside her, to the point that the tips of his fingers brushed against her cervix.

Twilight shuddered as she felt the dragon’s claws threaten to sleep into the furthest reaches of her body, the brief touch causing the mare to feel a bolt of electricity shoot down her spine. She was nearly there, nearly ready to begin converting the first member of her hive, and the anticipation was palpable. So excited was the changeling that she couldn't help but push down a little more, lighting her horn and using her telekeneisis to actively shove him deeper.

Spike seems to get the memo quickly and with the next shove, his clawed fingers pierced the changeling’s cervix and thrust into her womb. An action that nearly made Twilight cum right then and there, only for the ensuing several inches of dragon sliding inside her to do just that, his thick scales brushing against her love button.

“By the first mother.” The changeling muttered, her own mother’s favorite curse popping into her mind all on it's own.

Her body quaked, her hooves trembling as her pussy spasmed suddenly. The pleasure was unlike anything she had ever experienced and even her mother’s very, very vivid description could not do the actual even justice, and she wasn't even done yet. The thought brought a smile to the changeling’s face and she felt herself giggling like a filly after realizing that after she was done, she would get to do it all over again as she gave birth to him.

“Maybe I should rebirth more creatures.” The changeling mused aloud, her mind already racing with ideas of who would make her belly bulge the nicest.

She took a moment to stop and look down, noticing the way her chitin parted to reveal a segmented green section of bulging flesh. The sight made Twilight think of chainmail under plate mail, and how it would bulge slightly in some places. She shook her head and pushed all thoughts of giving her belly some attention off for now, she had yet to complete even the first stage.

With a grunt of effort she hefted her back end, accidentally lifting the dragon’s feet from the ground, before slamming back down, forcing the dragon deeper, making almost his entire body vanish inside her. The changeling could feel the way her cervix stretched, being forced to accommodate the young drake’s arms just past his elbows while his stretched stomach just barely snuck inside her.

Though she didn't want to do it, she felt herself stop, needing a moment to catch her breath and just breathe, almost too caught up in the moment to remember to do even that. She chuckled at the thought, using the moment of rest to turn her attention inward, judging what Spike was thinking and feeling at this moment. She blinked, surprised by just how much joy he felt, nearly overwhelming the changeling by just how much of it he was currently experiencing.

This joy was different though, it was pure, unbridled and completely his own, not having been affected by Twilight’s little suggestions in the slightest. Twilight wished desperately that she could reach out and simply touch his mind and find out his every thought and emotion, but this was simply not possible, yet. It was only that small addendum that saved her from feeling dismayed, and the changeling eagerly looked forward to the connection they would soon share.

For now she was forced to simply monitor what he felt, and judge based solely on that, and from that alone, she could tell he was enjoying it, as well as looking forward for what came next.

Not wanting to leave her first progeny waiting, Twilight again gripped the ground and brought her back end down hard, again lifting the dragon’s feet before slamming back down. Her body had adjusted fairly well, the instincts intrinsic to her new being helping her to adapt far faster then she normally should. With that in mind she expected to finally get over the widest part of the dragon’s belly, and plunge almost his entire body within the tight confines of her cavernous pussy.

What she had not expected was the dragon’s erect cocks to drag themselves across her clit, making her eyes go wide as a moan exploded from her lips. “Holy fuck.” She muttered, barely able to stay standing as the unexpected pleasure coursed through her.

She had grown used to the way her pussy had grown sensitive, and had adapted well to the truly earth shaking amount of pleasure that came with the dragon’s body stretching and distorting her birth canal. What she had not been ready for was the rough treatment her clitorous had gotten, which also had the adverse effect of bringing on another rather sudden orgasm.

The changeling’s vision suddenly filled with stars, as her entire body shook, the strength suddenly disappearing from her back legs. With a startled half moan, half yell, Twilight fell backwards, her pussy swallowing every inch of the dragon, and pushing part of his head into her womb. The ensuing secondary eruption of pleasure that came with having her cervix stretched and her womb filled made her orgasm surge to new heights.

Twilight’s mind blanked for a moment, her conscious mind so filled with pleasure that it temporarily stopped working. Then, with a surprised yelp, the changeling’s mind suddenly lurched back into consciousness, after only a second or two had passed.

In that time, Spike seemed to have came, his cocks now twitching and erupting, painting her insides in his watery seed. Twilight could feel his joy and lust fill her both physically and emotionally, her already well stocked reserve of love filling almost to the point of becoming overful. The changeling wasn't even completely sure how to stop herself, and she hoped she could begin the rebirthing process before she filled up completely, she didn't even want to know what would happen if she consumed too much emotion.

A gentle nudge made Spike remember what was going on and what he had left to do, prompting him to slip his clawed hands deep and begin pulling his body upward. The position was an awkward one though, and Twilight had to lay on her side before he was able to make any headway. The changeling helped as well, using her magic to push him deeper and trying to ignore the ever present feeling of strangeness that still lingered at the edge of her mind.

It wouldn't be long now and with each shift of the dragon’s body more of him slid inside her, until at last she could feel her cervix stretch and her womb bulge. Spike’s hips had slid inside her, and with so little of him left outside her womb, Twilight’s heart began to flutter in her chest. This was it, this was the moment that it all truly began, when he would be added to her hive, and his genetic material joined the pool.

With one last push of her magic, the changeling shoved the dragon’s feet into her womb, Spike unconsciously shifting his weight around and curling into a tight ball. Twilight sighed, feeling her body already beginning the first stages of the change. Knowing that she had a few moments to herself the changeling rubbed her now massively bulging belly, noting the way her chitin had grown thin, but now covered her entirely, the plates having shifted enough to protect her utterly.

The thought of being protected as her body adapted was a nice one, though it was also an unnecessary one. It wasn't like she was going to be interrupted here of all places, as her magical defences were considerable after all.

Twilight smiled, feeling a strange song suddenly pop into her mind. Chuckling softly to herself, the changeling began to hum the tune, remembering the notes her mother had sung while she was undergoing this exact process. While continuing to hum softly to herself, Twilight continued to rub her belly, noting the way that it was large enough to make her appear pregnant with triplets and ready to pop at a moment’s notice. She couldn't help but think it looked kind of good on her, though a more primal part of her felt oddly vulnerable like this.

That feeling was hard to shake, and it made Twilight wonder where exactly it had come from as it seemed like the instinct of a queen, not a princess. She was, after all, expected to occasionally bear a clutch of her mother’s eggs if need be, though Chrysalis had said this would not likely happen. That realization had been both a good and bad one, one that Twilight had to put off contemplating for now, as she could feel the next stages of the change begin inside her.

The changeling’s distended cervix had just closed completely, and the first step of the rebirth had begun. Her body seemed as eager as she was, and launched into the next stage quicker then Twilight remembered. For with her womb now sealed, her body reached deep into her love reserves, calling forth the vast reserves of emotion. The several days of gathering from her friends and Spike had given her quite the supply, and even after sending some home through the hive mind, Twilight found herself flush with emotion.

It was this store that was subsequently poured into the next step, allowing her body to burn the potent fuel in return for creating a great flood of thick, viscous fluid. This gel like substance flowed into her womb, filling it completely while also rounding out her belly somewhat. As if on cue Twilight felt the very first hints of panic begin to emanate from her soon to be son.

She acted quickly, rubbing her belly a little firmer while humming a little louder, knowing first hoof just how soothing the act was. Sure enough, Spike was calmed almost instantly, the dragon tucking himself into an even tighter ball as he rode out the waves of calm that flowed over him. The song came unbidden to Twilight’s mouth, half remembered words suddenly becoming as clear as day.

Twilight knew that at this moment the gel was pouring into the little drake, filling him with the stuff and no doubt bringing another bout of panic. Knowing that it was coming, Twilight picked up her rubbing and song once more, preempting Spike’s panic and ensuring it was as brief as possible before he fell still once more.

Then, just when she had first feel the strange alien pleasure begin to fill her all those days ago, she felt Spike experience the same thing. Twilight giggled, rubbing her belly with both forehooves. “I knew you would enjoy this part.”

The heat came next, and though Twilight had experienced it first hoof, she wasn't prepared for just how it felt when her body was doing the heating part. As it felt as though her body was burning emotion a little more literally, her entire body’s temperature skyrocketing briefly, making her entire being surge with energy, and solidifying the gel.

Sure enough, the spike of pleasure that Twilight had experienced suddenly erupted from the dragon within her went a long way in assuaging some of the changeling’s worries. She silently reminded herself that she had experienced exactly the same process and had come out fine, as far as she knew anyway.

Twilight chuckled nervously, knowing from experience that Spike’s body was no doubt going through a serious set of changes and she couldn't help but fret over the small dragon. Thoughts like; Is he going to be okay? What if it doesn't work on dragons? What if I did something wrong? Ran through the changeling’s mind, making her tempted to begin chewing on her hoof like she was back in highschool all over again.

Then when her fears and worries had grown to the point that panic began to well inside her, a tiny voice could be heard at the fringes of her mind. Hello? It whispered.

Twilight’s eyes went wide and she stared down at her belly in shock. Spike, are you there? She thought back, trying to desperately scan the hive mind for any sign of the dragon. Sure enough at the edge of her perception she noticed him, the dragon’s mind being so different from a changeling’s or even a pony’s that the hive mind wasn't entirely sure what to do with him.

Yeah, but where is here? I’m still inside you but I can hear you. What's going on? Spike whispered fearfully, his thoughts running a mile a minute.

Twilight’s grin nearly grew to encompass her entire face and she felt a tear trickle down her face. Oh thank the first mother, your alright. Twilight sighed. This is the hive mind, the space wherein all changelings are connected.

The princess could feel Spike’s worry fade as his thoughts seemed to grow more synchronised to the hive mind. That's, odd, I guess. Spike muttered. So does this mean-

Yes, it means the process is almost completed. Twilight announced, feeling a small surge of joy from the changeling dragon hybrid now within her. You just need to spend a few more minutes inside me to make sure you are connected to the hive mind as well as to ensure I have absorbed your DNA and that your body is fully altered. I don't know how how long it will take for a dragon to be converted, but it shouldn't take too long I hope.

Spike hummed thoughtfully before performing the equivalent of a mental shrug. Oh well, it's not a big deal I guess, so long as I’m not alone in here.

Oh Spike, you will never be alone again. Twilight whispered back, her mind brushing up against that of the dragon’s soothing his worries and fears.

That's… nice. Spike muttered, falling still as his body got used to the changes occurring to it.

While Spike familiarized himself with their little corner of the hive mind and it's intricacies, Twilight pushed her magic deep within herself, checking on Spike’s body and making sure everything went smoothly. Though she wasn't sure what smoothly even looked like, the ritual seemed to have done it's job, as it was no longer pulling on her emotional stores and seemed to have stopped completely. A few more quick scans and Twilight figured he was ready for the final step before his rebirth was complete.

Spike. Twilight called, startling the dragon from his musings. I need to give you a purpose, are you ready?

A purpose? What do you mean? Spike whispered back nervously. Am I not your number one assistant anymore?

Twilight chuckled, rubbing a hoof over her belly as she did. Oh you are, but you will also be so much more than that. Your purpose will be to serve as my right hoof. You will dig when the hive needs to be expanded, you will help me raise hatchlings when needed and you will adapt to what is required of you. Do you understand?

Spike remained quiet as his mind whirled with what he had just been told, his body shifting slightly as the full brunt of his new purpose bore down on him. For a moment he felt as though he had died and left behind the old him, as the reason for his existence shifted and with that shift his mind, body, and spirit changed with it. Then, it all seemed to click and the changes stopped just as suddenly as they had started, leaving Spike awestruck by just how important Twilight’s thoughts had become.

He would be everything she needed him to be, and more. This was not only his goal, but it was something he was utterly sure of.

I won't let you down mother! He mentally yelled his thoughts having become more akin to Twilight’s own, the changes having remade even the sound of his voice in the hive mind.

I know you won't my child. Twilight whispered, rubbing her belly in both hooves in slow movements. Are you ready to be reborn?

Spike seemed to ponder the question for a moment before nodding. I am ready, mother.

Good, because we have much work to do, and not a lot of time to do it. Twilight smiled, running her mind against that of her son’s. Don't be scared now, it won't be long before you are free once more, all you need to is crawl out of me.

With a nod of his head the changeling dragon hybrid made his readiness known, sparking a hint of excitement in the changeling’s chest and making her grin eagerly. It was almost time, and though she could feel he had changed, she couldn't tell just how much the young drake had been altered and she was eager to find out just that.

With a pulse of magic the gel began to dissolve, her cervix parting as the green liquid flowed out of her body and ensured her birth canal was lubricated as much as possible. With that done she pushed, prompting Spike to begin the arduous process of crawling out of her and completing the final step in the long process.

Muscles that were not much help when it came to pulling, now jumped to life, doing everything in their power to push the dragon changeling hybrid from the changeling princesses’ body. Between Spike’s claws gently pulling her cervix open, and the changeling’s own efforts, the boundry to her womb slowly opened, allowing the dragon’s hands to slip from her depths. At the first sensation of his claws against her insides, Twilight shivered, unable to hold back just how much she was enjoying this.

She knew then and there that this wouldn't be the last time she rebirthed some creature, and she was already looking forward for next time. That was neither here nor there though and the changeling pushed through the tempting thoughts and began to literally push.

Aided by his mother’s help, Spike felt his body shift, his head managing to slip through the barrier and begin the long descent out of the changeling’s body and back into a new and wider world. Twilight could just barely hear the distant sound of cheering within the hive mind, her brothers and sisters eager to meet the newest member of their extended family. Twilight made a note of bringing the dragon back to the hive at some point only to notice the way Spike stopped, awe struck by the outpouring of mental support.

Twilight tapped her belly. “Your not done yet Spike, keep going.”

The newest hybrid nodded his head and resumed his long crawl to freedom, pulling his entire head through the barrier, and beginning the process of extracting the rest of his body. The changeling herself was nearly so awash in pleasure that she forgot to help him, until he was forced to wiggle his body as he tried to pull his torso from her womb.

“Woops.” Twilight mumbled to herself, resisting the urge to face hoof.

Focusing once more, the changeling used her powerful inner muscles to drag the dragon hybrid from her depths, feeling a distinct feeling of satisfaction when he popped completely from her womb. With only the short birth canal left, Twilight could already feel his fingers begin to slip out of her, the dragon blindly grasping for something to hold onto.

Thinking quickly, Twilight summoned her magic and constructed a simple hard light construct for the dragon to hold onto. Something he found quickly, and after a few short mental instructions, began to pull on. With a system now in place, Twilight used her magic to pull the bar down, dragging the dragon slowly from her cloying depths.

Though a part of her wanted to drag this part out longer than necessary, she knew better then to do that while they were so close to finally realizing their desires. With their little system in place it was mere seconds before Spike’s head emerged from the lips of her pussy, followed shortly by his abdomen and then finally his tail and legs.

With one final gasp of relief, Twilight crumpled into a heap, panting hard as her body fought to both keep her awake, and reverse the changes the ritual had done to her reproductive system. She knew it wouldn't be long before her body adapted once more, but she couldn't wait that long to see what had become of her son and she turned her limp and unresponsive torso towards where she knew Spike was now standing.

The changeling’s smile turned into a startled gasp as she saw just how much he had changed. “What do you think?” Spike asked, a smile on his face as he struck a pose.

“Your amazing.” Twilight muttered.

The dragon was a little taller than before, and he seemed a little slimmer, older, having lost some of the pudginess of his old body as his legs grew a little longer. His claws and talons had grown slightly longer and changed color having become a deep black while the rest of his colors had also deepened significantly. The green of his underbelly now matched the distinctive green of the average changeling while his purple scales were now as dark as Twilight’s mane. His eyes remained almost the same as ever, though they seemed more narrow, less child like.

What was most startling was way the fins that ran from his head to his tail were now jagged, much in the way some of the older dragons were, almost resembling the time his greed growth had made him enormous, though obviously not nearly as large. Just as Twilight was about to open her mouth and congratulate the dragon on his recent changes, she noticed that the small tuft of light green scales that grew from the sides of his head were gone, replaced by a pair of small horns that grew out before curling forward slightly.

“Wow Spike, nice horns.” Twilight complimented, pointing to the sides of the dragon’s head.

Spike blinked, trying to look down at them only to turn his entire head and get nowhere. He stopped, moving his eyes but not his head, and catching a glimpse of the small black horns growing from the sides of his face. “Whoa.” He muttered, poking the tip of his right horn only to recoil. “That's sharp.”

“I wonder if that's how you will be able to channel your changeling magic.” Twilight mused as she pulled herself from the ground and gave her hooves a stomp, prompting the feeling to return to them.

“Oh right, magic!” Spike’s eyes suddenly lit up as realization suddenly dawned on him. “Does that mean I will be able to learn magic like you?”

Twilight giggled, smiling at the way the young dragon hybrid’s eyes lit up with barely contained joy. “Yes Spike, in fact as soon as we figure out how you cast magic I could teach you a thing or two about changeling magic as well as some of the spells I knew as a unicorn. How does that sound.”

Spike’s grin grew and grew, revealing his sharp teeth, which were now accompanied by two slightly longer fangs in the same place Twilight’s own resided. “That sounds amazing!” He yelled, pumping his clawed hand in the air.

“I’m glad you're enjoying everything and though I hate to ask any more of you so soon I-” Twilight began, only to be interrupted by Spike.

“Don't worry about it Mom. Just tell me what you need done.” He said while giving the changeling a little salute.

“Aww, you don't have to.” She smirked. “But I can tell your mind's made up. I was going to ask if you wouldn't mind continuing to dig out the hive a little more, it's relatively deep but I have yet to break past the trees roots and we are going to need to do that before we can start adding rooms.”

Spike nodded. “You can count on me, my queen!” He stopped and tapped his chin thoughtfully. “Though I think I like mom better.”

“Me too.” Twilight whispered, using her magic to draw him closer and allowing her to plant a kiss on his forehead. “Be careful alright? I’ll send the plans to you via the hive mind and I’ll be right here in case you need anything.”

“No problem mom! I’m on it.” Spike announced before turning and hopping into the hole, only to stumble and tumble deeper down the shaft. “I’m okay!”

A quick push into the dragon’s mind assured the princess that everything was indeed alright, the dragon hybrid’s hard scales saving him from most damage. With that in mind Twilight settled back against the floor, sighing as she felt the weight release from her still slightly shaky limbs.

Was it like this for you mother? She thought, pointing the thought at the still present Chrysalis.

Worse, I didn't have enough love and had to pause mid transformation to pretend to be a mare in labor. Thankfully the pity I garnered was enough for me to complete the transformation without issue but it was a harsh lesson. Chrysalis thought back, smirking as Twilight blanched at the memory.

Remind me to always keep a well stocked supply of love. Twilight remarked, shivering slightly at the thought of having to carry around a fully grown stallion in her womb while also maneuvering through a crowded city.

Noted. Chrysalis smiled, brushing her consciousness against Twilight’s and filling the princess with a shared sense of pride. How was it?

You would know, I could feel you watching me the entire time. Twilight pointed out with a laugh.

Still, there is a saying I still remember from my youth that I think fits here. Better to hear it from the horse’s mouth then guess from its movements.

Twilight blinked. That certainly is an odd saying.

It doesn't translate well into Equish unfortunately but I think you get the gist of it.

Fair. Twilight sighed, her mind going out to the recent memories that came with Spike’s rebirth. It was, beyond compare. Scary, exciting, it felt like I was both giving birth and not at the same time. The princess sighed, her gaze lingering over the hole in the floor. What I wouldn't give to be able to do it all over again.

Chrysalis chuckled, her presence becoming so concrete that Twilight would have sworn she was standing right beside her. It certainly is something, isn't it?

Twilight merely nodded, rubbing her midsection as she used her magic to search within her, easily finding the dragon’s DNA now floating around inside her. She was tempted to see what would happen if she integrated it into both herself and her future brood, but she held off for the moment, her mind already formulating an experiment plan.

That's my daughter. Let me know how your experiments go. Chrysalis remarked. I myself have only worked in a few other genes over the years and have never quite had the time to do as much as I would like in this regard.

Twilight nodded, her mind going out to the DNA she could feel locked away inside her. I just know that this is what is going to give us the edge we need.

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This update was made possible by the wonderful support of:
Kali, Craig, Ozzy, Robert, Quill, JPMK, Tommy, Ivar, Mikhaila, Pacsik, Matt, Brendan, Peter, Nicky, Princess Pudding, Nofreedom, T Sparkle, Apollyon, Luckyfanisaac, Azin, Zairvin, Random_Reader, Iamunkown, Facinus, M, Nfreak, Doomgooey, Michael, Ceepert, Diokyo, Starless.

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