Twilight sighed, flicking the hair from her face and reluctantly opening her eyes. The dawn met her like face like an a scorned love yet to move on, unwilling to meet, yet unable not to. “I don't suppose you wouldn't mind lowering the sun for a few minutes, huh?” She asked Celestia, who was not in the room.

When no answer came, she sighed and looked down to the dragon she held tight in her grip, her hooves wrapping around him protectively, his face pressed against her chest. For a while she simply lay there, looking down at the drake and smiling at the soft, serene expression on his face. Moments like these she almost wished she had been made a changeling earlier, for the bond she now shared with her son was beyond anything she had experienced before.

Joy seemed to radiate from the dragon at all times, the young creature loving the new familial bonds he had always felt he lacked. Though his emotions were muted due to the fact that he was part changeling, they were still there and even though they didn't taste quite as good as emotions from a non changeling, she would never say no to them.

Minutes passed while Twilight quietly sipped from the potent emotions coming from her assistant, only skimming a little, as she knew full well how hybrids could not be fed on quite like a normal creature. She had questioned her mother on this before she left, but Chrysalis hadn't been quite as knowledgeable as she had expected.

The old queen had said this was due to the fact that creating a hybrid was taboo, as the old queens always worried over the loyalty of their new converts. The old queens had even ignored the fact that they could emit emotions, their paranoia over their desire for secrecy outweighing their pragmatism by leaps and bounds. Even Chrysalis had not indulged in the practice until she was in dire straights, having suffered a grievous defeat at Twilight’s hooves mere months earlier.

Twilight sighed and began to slip backwards from the bed, gently levitating Spike’s arms and legs as she extracted herself from the dragon’s grip. She slowly lowered his limbs against the bed, only allowing herself to breathe easy when she noticed that he was indeed still asleep.

“Sleep well, Spike. You deserve a long rest after the long night you had.” Twilight whispered, running a hoof down the side of his cheek and eliciting a small smile to spread across the dragon’s face.

The new queen slowly shook her head, forcing herself to look away from the adorable sight and instead focus on the task at hand. Namely reapplying her disguise and getting ready for the day.

Stepping into the bathroom, Twilight turned to the mirror and stared into her new form, her mind taking a second to realize that it was indeed her looking back. “I’m never going to get used to that.” She muttered.

Chrysalis had said the shock would pass with time, but Twilight wasn't so sure, she had the same face for twenty three years after all, and now she had a new one. A strange one that looked so incredibly different from her friends and family that the sight of it still caught her off guard.

She pushed such nagging doubts from her mind and lit her now jagged black horn, her new face disappearing, and instantly being replaced by her old one. She smiled, revealing the flat, perfectly white teeth of a vegetarian, and not the sharp, pointed ones of the emotivore she truly was. “Well at least I don't have to brush my teeth anymore… Or my hair.” She mused, her mind instinctively latching onto the few good parts her new change had brought along.

And it was kind of nice now that she thought about it.

Bathing was basically optional, as she could simply go back to her natural form, which had no sweat glands, or fur from which scents could cling to, and then simply go back. It wasn't perfect, but changeling chitin repelled dirt or anything else that tried to cling to it.

Without much to do, Twilight simply gargled her mouth wash and ran a comb through her hair, not out of a need but rather simple habit. With that done she gave her disguise a once over and nodded to herself, happy to see that she had managed to replicate her old body perfectly, even compensating for the slight height boost she had gained since becoming a queen in her own right.

As she wondered just how tall she would get, she left the bathroom behind and made her way downstairs, imaging herself becoming as tall as Luna, or even Celestia. The thought brought a smile to the young queen’s face and made her wonder what it would feel like to look the alicorn in the eye without having to make Celestia bend the knee.

The queen continued to muse over thoughts of the future as she walked into the kitchen, intent on making something small to eat, her body no longer requiring quite as many nutrients as it once did. As she reached into the fridge, intent on grabbing a bundle of strawberries she had hid near the back, a voice suddenly popped into her head.

Goodmorning.

“Wah-ouch!” The mare winced, rubbing the spot on her head that had just become intimately familiar with the top of the fridge. “Warn me before you do that.”

The soft sound of chuckling could be heard in the mare’s ears and she got the distinct impression that Chrysalis had been waiting for that exact moment to greet her daughter. And take all the fun out of it? Now why would I go and do something like that?

The hybrid grumbled to herself, grabbing the container of strawberries and walking over to the kitchen table, popping one into her mouth as she did. Good morning to you too, mother.

Ah ah ah, none of that sass. Chrysalis chided.

“Augh.” Twilight groaned. Good morning, mother. How are you?

I am wonderful, thank you my dear. We can talk more after your meal, I would hate to disrupt your morning routine after all.

Twilight kept the last of her grumbling to herself, focusing her energy on consuming the strawberries with as much vitriol as she could manage, which was difficult as eating fruit angrily wasn't a thing most creatures could do. Twilight was nothing if not inventive though and this was merely another hurdle the brilliant mare would surpass.

When she finished her meal, she got up, and made her way over to the couch, relaxing into the plush cushions. Thank you for waiting. Now, what did you want to talk about? Twilight asked, something telling her she already knew the answer.

Frankly, you need a nurse. Chrysalis stated evenly. Your hive is growing quickly, and has the chance to grow even quicker if your population is cultivated properly. Plus, having a designated nurse and in the future, a breeder, would allow you to birth specialized changelings capable of handling the more complex jobs your particular hive will need.

Twilight paused, confusion stopping her from inquiring more about the nurse question. Why do you say that? Can't a queen birth most kinds of changelings? Also, what do you mean specialized jobs?

Yes and no. Chrysalis pointed out, her tone growing more serious, and gaining the air of lecturer in the midst of a heated lesson. A queen can birth most changelings, but a queen can only birth a certain number of specialized changelings before your body begins to get worn out from this, sapping your strength. A breeder can potentially give birth to a near infinite supply of changelings, their bodies being specifically adapted to become impregnated constantly without suffering any negative effects.

Twilight paused, her mind conjuring images of a pony that was constantly pregnant, birthing changeling after changeling without end or break. The thought made a part of her jealous, while an even larger part of her stirred at the idea, her ovipositor shifting, ready to knock up any female it could. The former pony shook her head, dislodging the idea and forcing her thoughts back to the task at hand.

Enjoying the thought of impregnating the entire town? Chrysalis laughed at her daughter’s beet red face. It is only natural, my dear. A queen must produce numerous offspring over her long life and the easiest way to do so is to impregnate many different females. Despite your repeated attempts to knock up Spike’s ass, I think your efforts have been wasted in that regard.

“I…” Twilight ground her teeth together, only stopping when she forced herself to stop, take a deep breath, and place her hoof against her chest. I admit, that does sound like a very pleasant idea, one that would help my hive, and our family quite well.

Ever the pragmatist. The old queen chided. You are not wrong though, saving the limited amount of changelings you can birth for the beginning of your hive’s life, and in emergencies is the most obvious choice. If you really want to gain some adaptations that will allow you to become pregnant more often, I could be convinced to tell you…

Twilight shook her head. No, it wouldn't make sense for Twilight Sparkle to become pregnant suddenly. Maybe in the future when I have a background story already established, but not now.

Very well put, my daughter. Chrysalis complimented.

The young queen beamed under the praise. Thank you mother, now I think we were getting off topic. I was asking about specialized jobs, and why they would be so important.

Of course, of course. Chrysalis sighed, her jovial tone vanishing in an instant. Your hive does not have the usual issue of struggling against the local flora and fauna like most hives do. You are in established territory, your comings and goings no doubt under intense scrutiny.

Right. Twilight admitted, getting off the couch and gazing out the window. Patrols pass by the library every few hours and it would be difficult to pass off any new additions to the hive without a rather complicated cover story.

Exactly. You are a smart, and capable changeling, but even the most brilliant creatures can be the victim of pure chance, which is why you must move slowly, and keep your own population relatively low.

That is unfortunately true. Twilight frowned, her gaze lingering out over the town and the few ponies out and about during such early hours. A pair of mares walked one way, a mail delivery stallion walking the other way while a trio of guards stood outside a home across the street, the unicorn in the middle carefully scanning the building. Celestia has stepped up scanning like I assumed she would. Perhaps my initial idea of creating a tunnel network is not as silly as I thought.

Indeed. Chrysalis commented, her mind piggy backing Twilight’s senses and alerting the young queen to the fact that her eyes were being used by another creature. Celestia is doing everything you said she was going to do, and though I am hesitant to encourage your desire to dig so many tunnels, it might be worth the cost in the end.

It would allow myself and any hive members to traverse ponyville unmolested, given I have enough time to properly hide the exits and the tunnel’s construction. Twilight shook her head. But that is a thought for another time. What types of changelings do you think I should consider birthing first?

First things first, you need a designated court sorcerer. Chrysalis pointed out, her tone firm. You are going to need to constantly update your wards, and defend against any attempts to scry within your hive. This will necessitate a designated individual that will be capable of doing just that around the clock, potentially twenty four hours a day.

Perhaps twins then? Twilight offered, her expression darkening as she watched the guards walk to the next house, the unicorn lighting his horn once more. It would allow them to switch off, and twins naturally work well together.

True, but you must watch out. Twinned changelings share a deeper bond then one even between hive member and queen, which might lead to issues of loyalty. Chrysalis replied.

The young queen snorted in derision. Good, that will mean they will work doubly hard to cover any faults of the other, leading to a more cohesive and successful whole.

That is an… interesting way of looking at it. Chrysalis admitted reluctantly. Regardless, you are also going to have to spawn several advanced infiltrators if you are going to have a hope of gathering enough love to properly support your growing hive.

Hmm, that is a good point but right now we are running a surplus, and if my calculations are correct, we will continue to run one even after the first clutch has hatched. Twilight shook her head. Regardless, we are getting off topic again, I need a nurse first.

Indeed. I could send one over if you would like. Chrysalis offered, without hesitation. The hive is no longer sustainable, and as such does not need an excess of nurses.

Though I appreciate the offer, a true changeling might be caught by Celestia’s guards. Twilight sighed, closing the blinds after watching the guards move further down the road. The wards she has begun to erect near major population centres specifically looks for pony dna, and does not differentiate how much of the total genetic structure is truly pony.

She walked back to her couch and reluctantly plunked herself down on it, leaning into the cushions and letting out a deep sigh. Plus my drones will have dragon, unicorn, and changeling dna, meaning I will need someone more flexible. No offence.

None taken my dear. Chrysalis sighed, Twilight gaining the distinct impression she was worried about this newest revelation. You wouldn't happen to know of anyone that would make for a suitable convert, would you? Giving birth to such a nurse would take far too much time, unfortunately.

Twilight hesitated, her mind instantly summoning an image of her friend Fluttershy, and specifically how she managed to take care of such a myriad of animals with ease, even serving as a midwife to some animals that needed it. All while doing these duties without complaint or hesitation, and even taking joy in being able to help such a diverse number of creatures with an equally diverse number of needs.

Your friend would make for an excellent nurse. Chrysalis smirked. In fact I think she would be the best choice out of any known candidate.

Twilight cursed under her breath, only now realizing that she should have been hiding her thoughts from the old queen. With a sigh, the hybrid was forced to admit that Fluttershy was the best choice, and would indeed alleviate her problem of needing a nurse so soon. She also had wide, child bearing hips and long shapely legs, two factors Twilight’s instincts assured her would make the pegasus a very efficient breeder. She would be the best choice… Twilight finally admitted. She would give my changelings a good chance, but, I am not sure if converting her is the best idea.

Oh? What's the problem. You were working on that conversion gel I told you of, yes? Chrysalis asked.

I have a single dose ready, but I’m not wholly convinced this would be a good idea. Twilight leaned back in the couch, staring up at the ceiling. She has a far stronger will then you would first think, meaning the conversion may be a more difficult process then for the average pony. Plus she is very interconnected, her animals, and friends would sound the alarm if she was missing within mere hours, giving us a narrow window to see it done, if it's even possible at all.

True… Chrysalis shook her head. Even still, I have confidence that you would be more than capable of both breaking her will, and converting her, no matter how small the window. Perhaps you could even convert her in her own home?

That is possible… Twilight shook her head and stood up suddenly. Regardless, I have a project I need to help her with today.

Which would be the perfect opportunity for you to gleam a deeper insight into her psyche, and even gather information on her residence. Chrysalis smiled, her pleasure transmitting through the link they shared. Clever girl.

Twilight smiled. That is mostly true. Perhaps she even has a latent desire to do the job of a nurse. The young queen chose to not add that this was mostly to help absolve Twilight of any guilt her actions may bring about after forcefully converting the innocent pony, hiding those thoughts deep away from her mother’s attention.

Most intriguing. Chrysalis remarked. You have given this more thought then I first imagined.

Of course. I must think of any eventuality, as it's not like I can simply resist my purpose.

And to think there were those in my inner circle that doubted you. They said your pony side would hold you back. Chrysalis smirked cruelly. But you wouldn't do that would you?

N-no. Twilight stuttered. Resisting now would would only get myself and Spike killed.

The only way you can go, is forward after all. Giving everything you can to the hive will not only see to Spike and your friends safety but your own as well. Chrysalis stopped suddenly, the feeling of surprise coming through the link. Hmm, it seems as though the relay is going to have to move. We will speak again soon. Until then, think on my words young queen, wisdom is not always free.

I will mother. Twilight replied.

The sensation of being connected to her mother’s hive began to dull, until the grand choir of the many hundreds of changelings fell away entirely, leaving her alone with only the still half formed thoughts of a slumbering Spike in her mind. After experiencing the grand choir that was her mother’s hive mind, Twilight felt as though the silence of her own had grown deafening. Not only did the biological part of her want to experience the joy that came with knowing her hive was growing, but their existed another part of her that craved only the absolute joy that came with so many voices.

This is the best thing for my hive, for my drones, and hopefully, for Fluttershy herself. Twilight reasoned, clinging to the desperate hope that Fluttershy had some hidden desire that she could fulfill and thus absolve herself of any guilt she may feel from the eventual conversion.

With a shake of her head she pushed a sliver of magic into her horn, reaserting her disguise while using a simple spell to tell the time. Seven thirty. Meaning I have a half hour to get over to Fluttershy’s. Plenty of time to map out the guard’s new routes and screening procedures.

With a thought she checked up on Spike, finding the dragon hybrid still slumbering softly in his bed, his body clinging tightly to one of Twilight’s pillows. The queen shook her head and moved towards the door, silently reminding herself to make sure her assistant woke up at a decent hour, unlike yesterday.

“Maybe I should pick up an alarm clock or something.” She muttered, as she stepped outside, and locked the door behind her. “No that's pointless. I just need to give him a mental prod after all.”

Shaking her head, Twilight Sparkle set off through the busy streets of Ponyville, weaving her way through the mid morning crowd and towards the Everfree. As she walked she kept her senses both mundane and magical open and receptive, constantly tracking and taking note of the emotions and positions of the ponies around her.

She had grown so good at this constant state of monitoring that she was fairly certain that even if she closed her eyes she would still be able to find her way, relying only on the feelings of those around her to guide her way. She passed guards making their rounds, checkpoints that were easily avoided, groups of confused and soft spoken ponies that were baffled by the sudden increase in security.

Through it all she kept a calm, cool expression plastered firmly on her face, an expression that would tell anyone who looked upon her that she was not only in charge, but that she had seen this all coming. It was a look that told the gawkers that she had no time to talk, and the guards that they need not bother her with simple questions or otherwise waste her time.

Turning down the last street in town, Twilight stalked calmly down the winding road, not hesitating in the slightest when it transitioned from cobblestone, to simple packed dirt. Ahead and to her right stood Fluttershy’s cottage, giving her time to think over what she had seen.

The guards were all different, their accents putting some of them from Canterlot, Manehatten and even as far away as Vanhoover. Celestia must be mixing the units to ensure they don't stay together. Clever girl. That would surely throw off any attempt to infiltrate the military, as well as ensure that all guards watch their comrades closely, having built little trust between new squad mates, effectively starving any changeling that replaced a guard.

Twilight chuckled. Not like that will help against me.

The queen shook her head as she walked over the familiar bridge that linked Ponyville proper to Fluttershy’s out of the way cottage.

Now for the real challenge. Twilight thought to herself, knowing full well the unpleasant possibilities that may arise from being so close to Fluttershy’s animals. Chrysalis’ memories showed that animals largely couldn't pick out a changeling, but if one was familiar with a pony before they were turned they may react badly to the newly converted creature.

Not like Twilight was particularly well acquainted with any of Fluttershy’s animals, save for maybe Angel, though even then it's not like they had been in the same room very often. She pushed that thought out of her mind and made her way up to the door, happy to see that few animals even noted her passage, and the few did so did only with a passing disinterest.

The same simple spell she used before told her the time was now exactly five minutes before eight, the perfect time to arrive. Not too early as to appear impatient, the perfect time to show up to any appointment or meeting. Twilight thought to herself proudly.

Lifting her hoof up, the queen knocked twice and took a step back.

Hearing the distinct sound of movement from within, Twilight smiled, taking the moment to extend her senses outwards and determine there was indeed a powerful emotional resonance just inside. Whomever was inside was feeling rather flustered, and after the sound of hooves came clattering from the direction of Fluttershy’s room the pegasus suddenly yelled. “Coming!” In a slightly hysterical voice.

Twilight chuckled, knowing from just her emotions that the pegasus must have overslept.

Sure enough the top half of the door creaked open to reveal a rather ragged looking Fluttershy whom had deep bags clinging to the underside of her eyes. The instant their eyes met, the pegasus seemed to relax, her shoulders falling slack as a small smile crossed her face.“Oh, hello Twilight. How are you?”

“I’m alright.” The queen remarked offhandedly, taking a step forward. “It's you who I’m more concerned about. Did you get enough sleep last night?”

“Oh yes, I just saw the cake twins last night when I…” She stopped suddenly, her body folding inwards slightly as a spike of embarrassment suddenly exploded outward. “N-nevermind. I just didn't get much sleep last night. It must have been too much sugar from one of Pinkie’s pastries, is what I was trying to say.”

Twilight frowned, not needing her emotional powers to read the subtext of what Fluttershy was saying. “If your sure that was it…”

“It was.” Fluttershy replied quickly. “Oh, but where are my manners? Please come in.” The mare hopped down from her perch, closed the top half of the door, and swiftly opened the entire thing, welcoming Twilight inside.

The queen walked inside, silently closing the door behind her and making her way over to the couch and plopping down. “Are you sure your alright Fluttershy? You seemed rather down.”

The pegasus stopped at the entrance to her kitchen. “I..” She shook her head suddenly. “It's nothing, really. Now I was about to make my morning tea, would you like some?”

“The orange and lemon kind, right?”

“Mmhmm.”

“Sure, no sugar this time though.” Twilight replied, expecting a chuckle and getting none.

Fluttershy nodded and left, leaving Twilight sitting there, contemplating what she had just seen. What did she say about the cake twins? What did seeing them have anything to do with not getting so little sleep? The queen tapped her chin, deep in thought. Maybe I could extend my senses and pick up something that will help me figure out what's going on.

As the changeling focused, drawing her senses outward, she didn't even notice a beetle fly over to her shoulder and perch proudly.

Focusing more intently on the kitchen Twilight could sense confusion, self loathing, and shame by the bucket load. What is going on with that poor girl? Twilight thought to herself, not noticing that the beetle had gained a trio of friends, who were now using her as a perch. Did she simply eat too much? That would explain the self loathing and shame but not the confusion, right?

“Hmmm.” Twilight muttered, her senses so focused on the kitchen that she didn't even perceive a small swarm of butterflies now taking roost in her hair. “Did she do something wrong? Perhaps even offended them somehow?”

“Who are you talking to?” Fluttershy asked, striding into the room with a platter placed on an extended wing.

“It's nothing.” Twilight sat up suddenly, alerting the veritable swarm of bugs that their perch was not quite as sedentary as they once believed, and causing them to erupt into a flurry of wings. “What the heck?”

Fluttershy giggled, barely able to keep her wing steady as she placed the platter on the coffee table. “It seems like you earned a few friends.”

Twilight blinked, watching as the butterflies, beetles and other assorted insects flutter around her. “I suppose I did. It must be the new perfume I was trying.”

“Oh?” Fluttershy took a step forward, her nose raised. “You do smell kind of different, almost like…” Her nose wrinkled. “Dirt. No offence.”

“None taken.” Twilight chuckled, for once glad that the hive was little more than dirt, roots and resin at the moment. “I went for a bit of a walk before I got here and some rude mare kicked up a cloud of dirt as she ran past.”

“Oh you poor dear. Would you like to use my shower?” Fluttershy asked as she poured them both a cup of tea.

Twilight stopped, and sniffed herself, her eyes widening as realization suddenly dawned on her. I still have changeling pheromones clinging to my chitin. No wonder these bugs can't get enough of me. “Err, if you don't mind, I’d appreciate it.”

“It's no trouble at all.” Fluttershy smiled gently. “While you clean up I’ll get everything ready to organize the immunization records. If that's alright with you of course.”

Twilight nodded. “Thanks, that sounds like a good place to start.”

“Towels are behind the door, and soap and shampoo should be in there already!”

“Thanks Fluttershy!” Twilight smiled and made her way upstairs, intent on cleansing herself of the pheromones she only recently noticed. Being part changeling sure comes with some strange drawbacks… I wonder if that's what Fluttershy was smelling?

The queen shook her head and made her way upstairs. It doesn't matter, first things first.

“Thanks again for letting me use your shower.” Twilight remarked, looking up over the stack of paper that now filled the coffee table, having replaced their beverages. “I never knew you used such a fancy shampoo, though I suppose it makes sense considering how nice your mane always looks.”

The pegasus blushed, pushing up the small reading glasses resting on the end of her nose. “T-thanks but it's actually Rarity’s she let me borrow some to try. Do you really notice a difference?”

The queen grinned from ear to ear. “Absolutely, you look positively radiant.”

Fluttershy giggled, batting her eyelashes at her friend and hiding behind her hair. “Oh stop, it's not that different.”

“On the contrary. I would say it's a marked improvement.” Twilight smiled, turning back to the work at hand, and subsequently missing the serene smile that crossed her friends face.

“T-thanks.” Fluttershy whispered back.

“What did you say?”

Fluttershy shook her head. “N-nothing.”

Twilight shrugged and went back to work, sorting each immunization record into a carefully maintained pile, based on how many of their shots they still required. “I don't know if you are going to have enough supply. Whoever was running this other shelter didn't exactly keep up to date.”

Fluttershy frowned, looking down at the four piles of papers, with the largest being the furthest to her right, indicating the animals that had not had any shots at all. “It sounded like they have been underfunded for years and the only volunteer left was an old stallion that could hardly even walk all the dogs.”

The queen stopped, her teeth grinding together more and more as time passed. If even Celestia’s tight run bureaucracy has such major slip ups, could I really do better if my hive grew to the size of a city, or even a town?

“Are you alright?” Fluttershy asked. “You had a weird look on your face. Not that I’m saying your face is weird or anything. Oh poo, I didn't mean-”

Twilight shook her head. “It's nothing, just making plans for the future.”

The two fell into comfortable silence that stretched several minutes, with Twilight paying close attention to her friend’s emotional state through it all. Though the pegasus appeared calm, Twilight could sense that just beneath the surface her mind was filled with competing emotions, most confusingly was a deep seated envy that seemed to radiate from the mare.

“So, how are the twins doing?” Twilight asked offhandedly. “I haven't been down to sugarcube corner recently.”

“They are…” Fluttershy shook her head. “They are growing so quickly, it's amazing to think that they are only a few months old and are already crawling around.”

Envy spiked the second Fluttershy began to speak, only to be quickly suppressed when she stopped, the pegasus actively trying to shut down that particular emotion. “Ahh.” Twilight muttered. “How is Pinkie doing? I heard she was having some trouble babysitting at first.”

“She's good.” Fluttershy all but whispered. “She's gotten the hang of it, I think. Pinkie Pie doesn't look it but she is quite responsible when it comes to foals.”

“That's not surprising.” Twilight remarked. “She's far more mature then we give her credit for sometimes.”

“Very true.” Fluttershy commented absently, her mind clearly elsewhere.

So that's what has her in the dumps. Twilight thought to herself, a plan already forming in her mind. “You know seeing how happy the Cakes have been has got me thinking of my own future. What about you Fluttershy, would you want a foal of your own one day?”

The pegasus suddenly became even more quiet than usual, her breathing even slowing down as she sat perfectly still. “That would be nice.” She whispered.

Twilight nodded as if she hadn't noticed the dramatic change in her friend’s mood. “Really? No offence but I never took you for the type of pony that would want foals of your own. I think you would be an amazing parent, don't get me wrong.”

Fluttershy nodded, her shaky hooves placing the cards back on the table. “I’ve always wanted to be a mother.” She smiled faintly, her gaze staring off into the distance, seeing nothing. “I remember when I was young I would pretend my dolls were my foals and I’d carry them around everywhere.”

The queen stopped her own work and looked up at her friend’s misty eyed expression, noting the way she seemed to emit waves of regret and envy. She must really, really want foals of her own. Twilight concluded, watching the mare closely as she was lost in her own little world.

Shaking her head, the pegasus seemed to return to reality. “S-sorry.” She stuttered, wiping her eyes clear of tears. “I guess I got a little side tracked for a second there.”

“Good memories?” Twilight asked innocently.

“In a way.” Fluttershy shook her head. “Just remembering when I was younger.”

“If you don't mind me asking, why haven't you had a foal already?” Twilight asked, smiling faintly. “You own your own home, have a thriving business, and would no doubt pass any test they gave you.”

The pegasus sighed. “I can't adopt or get a uh ‘donation’ because I’m well…” She sighed, pressing her forehooves together nervously. “I’m single, and I don't have anyone to help me. The agency won't consider me, they say it's policy. Maybe one day though.

Twilight watched closely as the mare’s emotions ran roughshod over her psyche, bringing her close to outright, a small trickle of liquid crawling down her cheeks. “Surely there is a way around it? I mean your the most motherly pony I know.” Twilight offered.

“Thank you Twilight, but I’m afraid it's just not possible.” Fluttershy sighed, her face falling as she stared into her hooves. “I know it's stupid to want foals especially considering I live alone and so close to the everfree but I…” Her voice hitched in her throat and she stopped herself, placing a hoof against her chest. “I’m sorry for blubbering like this, I don't know what's come over me.”

“The heart wants what the heart wants.” Twilight finished, leaning across the table and taking Fluttershy’s hoof in her own. “You don't have to apologize for being yourself Fluttershy.”

The pegasus smiled faintly. “T-thanks.” She sniffed hard, wiping her face of any last tears that clung to her cheeks. “I think I’m just going to the bathroom for a moment.”

“Of course.” Twilight released her friend’s hoof and sat back in the couch. “I’ll finish up here, you take all the time you need.”

The mare merely nodded and trotted away, disappearing up the stairs and leaving an energized Twilight to continue to work, while simultaneously accessing the hive mind and sending Spike a mental ping. Spike, are you there? I need you for something urgent.

Who what where? Spike shot back, only for a sudden shot of pain to transmit through the link, leaving Twilight with the distinct impression that he had still been in bed and was now on the floor. Ow.

The queen chuckled. Are you awake now?

Where did you- oh right, Fluttershy’s thing was today wasn't it?

It is. I’m going to need you to bring the conversion gel I’ve been working on to Fluttershy’s house. Twilight barely suppressed a grin, the hive mind abuzz with the joy she was feeling. It seems like we have found our nurse or breeder sooner then I thought.

Oh? So you are going to convert Fluttershy after all? Spike asked, his voice tinged by a palpable sense of excitement.

She has a less than hidden desire to be a mother, something we can help her with. Twilight placed the last of the papers in the correct spot and stood up. I’m going to go comfort her, while you put the gel in a thermos and come over here. Oh and don't worry about the patrols, I have most of them mapped out. You remember how to access memories placed in the hive mind, correct?

I think so… There was a long pause. Yup! I remember.

Good, make sure you move soon, as I want to bring Fluttershy into the fold quickly and cleanly.

Yes my queen. Spike replied dutifully before the link fell dead.

“Perfect.” Twilight muttered to herself. “Now what do I make you, breeder or nurse?” She shrugged. “I suppose I will have time for that later.”

“It's alright Fluttershy, really it's okay.” Twilight repeated, rubbing the mare’s back as she sat hunched in her chair, a cup of tea clasped tight in her hooves. “There is no shame in having a moment of weakness, it happens to all of us.”

“S-s-still.” She stuttered, the bags under her eyes having grown deeper after the cry she just had. “I shouldn't have just unloaded like that all of a sudden. We had a job to do and now I can't even focus long enough to give them their shots.”

Twilight hummed softly, rubbing the pegasus’ back in slow circular motions. “That's fine. I found out that you don't have enough stock to complete all the shots in one go anyway so I filled out the request form and sent it away already.”

“Really?” Fluttershy gasped, looking up at the ‘unicorn’ in wonder. “Thank you so much Twilight.”

The mare shrugged. “Don't worry about it. What are friends for?”

“I don't suppose you would mind helping me when the rest of their shots come in?” Fluttershy asked nervously, tapping her hooves together and avoiding the queen’s gaze.

“Of course I can.” Twilight smiled.

The pegasus sighed. “Thanks.”

“Don't worry about it. Would you like some more tea?” Twilight asked.

Fluttershy nodded, lifting her empty cup. “Yes please.”

“You just stay right there, I’ll be right back.” Twilight stepped into the kitchen, fetching the kettle from the stove and adding the boiling water and a tea bag to the empty cup. “Two sugars right?”

“Yes, thank you!” Fluttershy answered.

The queen smiled and trotted back into the living room, her aura levitating the tea cup and setting it down before the smiling pegasus. “Careful, it's hot.”

Fluttershy nodded, a small blush crossing her cheeks. “Thank you so much Twilight. I don't know what I would have done if you weren't here.”

“You would have done just fine without me.” Twilight replied, placing a hoof on the mare’s shoulder and causing the pegasus’ blush to grow and a surge of love to be directed at the queen. Love which was promptly eaten and stored away, but not so quickly that she didn't detect the fact that it was real, romantic love.

The realization made Twilight stop for a second and look down at the pegasus in a new light. Thankfully Fluttershy was busy sipping her tea, meaning she didn't notice the sudden intensity that Twilight was staring down at her. Thoughts whirled through the queen’s mind forcing her to come to grips with the fact that Fluttershy genuinely desired her. Sure Twilight had always been an open bisexual but she had also always been so mired in work that she had never really considered the possibility of a relationship, nevermind one with any of her close friends.

Pushing those thoughts from her mind from now Twilight sat across from the pony. “I hope you don't mind but I sent a quick letter over to Spike.”

Fluttershy’s smile fell away, replaced by a nervous look. “What did you tell him?”

“I told him about your issue, because I was working on a solution that might help you.” The mare smiled. “I hope you don't mind.”

“My issue? Do you mean-”

Twilight nodded. “I was working on something that would help parents that had trouble conceiving to do just that. This potion also works without a donor by mixing the genes of one pony and impregnating them with this remixed splice of genes.”

“That sounds… complicated.” Fluttershy shook her head. “But is it safe?”

“It is. I’ve even gotten permission to test it on ponies, but haven't found a volunteer yet.” The queen stood suddenly, trotting up to the smaller mare and placing a hoof on her shoulder. “What do you say Fluttershy, would you like to be a mother?”

“I-I-I.” The mare’s jaw hung open, and though Twilight could feel that she had a sliver of doubt remaining in the back of her mind, there was also a nearly overwhelming desire pushing back against that doubt. “This is all so soon.” She bit her lip and looked up into Twilight’s eyes. “Are you sure it's okay to test this on someone like me?”

Perfect, she's pushed past the doubt, now for the final stage. “Absolutely. If you are willing to come back to the library and remain there for the night for observation reasons.”

The mare nodded eagerly. “Y-yes. I’ll just put out some more food and water and leave a note.” The pegasus rose suddenly, trotting into the kitchen and disappearing.

Now alone, Twilight let a small, prideful smile cross her face. Where are you Spike?

Just crossing the bridge right now. Spike replied back. Nice work on that lie by the way. Does something like that even exist?

Thanks, it's just something I read about in a science magazine. It's technically possible, but not currently feasible as it requires manipulation of the pony’s genetic structure, something not possible. Twilight replied.

Unless she was a changeling.

Yes, then I could theoretically do such a thing, given enough time but why bother when I could just knock her up the old fashion way? Twilight chuckled, walking over to the door, while simultaneously trying to push down the sudden burst of arousal that threatened to make her ovipositor emerge.

Oooh, someone’s excited to impregnate their friend. Spike quipped, chuckling as he felt a small surge of embarrassment flow back through the link. I’m outside.

On queue, Twilight heard a light knock at the door, alerting her to the fact that Spike was where he said he was. Before she could move Fluttershy suddenly burst from the kitchen, a wide smile on her face. “Is that him?”

“I think so. Did you get all the preparations made?” Twilight asked, walking up to the door.

“Yes, they should be fine for another day or two if need be.” Fluttershy commented, wings abuzz with excitement. “I can't believe this is actually happening. I’ve dreamed of this moment for years!” The excited pegasus squealed in delight, unable to stop herself from doing a little spin.

I think I am going to die from cute. Spike commented through the hive mind.

You can die after you give me the gel. Twilight shot back with a snicker.

“Okay so the plan is to drink the potion here, then walk back to the library where we will take you under observation. If that's still alright with you.” Twilight added.

Fluttershy nodded. “Absolutely!”

With a smile on her face Twilight turned and opening the door, revealing a grinning Spike holding a thermos in one hand. “Hey Fluttershy, Twilight. Heard you girls needed this.” He held up the thermos, giving it a slight wiggle in emphasis.

“That we did.” Twilight gripped the thermos in her magic and turned to a stunned, and excited Fluttershy. “Are you ready Fluttershy? We can wait a bit if you don't feel comfortable-”

Fluttershy was quite ready, so much so that she grabbed the thermos right out of Twilight’s grip. “Do you drink the entire thing at once?” She asked.

“Err yes. Just drink the entire thing at once or else it wont work.” Twilight replied quickly, only to be surprised once more when the pegasus threw back the thermos and chugged the contents thereof.

“Huh.” Spike muttered, watching in awe as the shy pegasus drank the entire concoction in a single long gulp. “Impressive.”

“Quite.” Twilight added.

The pony’s throat bulged every other second as she forced down another mouthful of the viscous liquid, the thermos quickly becoming empty as the mare chugged nearly every last drop. By the time Twilight realized that she didn't have to put any effort into convincing her friend to consume the liquid it was already gone, the now empty thermos falling to the ground, a strange expression crossing Fluttershy’s face.

“That tasted funny.” She commented, sticking out her tongue in disgust.

“Unfortunately we haven't had time to alter the taste at all.” Twilight remarked lamely, taking a step forward and eying her friend closely. “How are you feeling?”

“Good.” Fluttershy replied, her eyes glazing over. “My stomach feels funny.”

“Well just stay standing long enough to get back to the library and we can get you a nice bed to lay down on.” Twilight added, taking a step forward when she noticed Fluttershy begin to sway in one direction. “Fluttershy?”

“I’m fine, just really dizzy all of a sudden.” The pegasus whispered, teetering one way and then the other.

“Should it be working this quickly?” Spike asked hesitantly.

“It should take over an hour before it sets in.” Twilight frowned as Fluttershy took a step forward only to nearly topple to the ground, only the queen’s steady hoof holding her upright. “It must be reacting to her own desire to become a mother.”

Spike frowned, tapping his chin. “Hmm, we better get moving before she-” The pony collapsed suddenly, Twilight’s magic catching her before she hit the ground. “Does that.”

The queen sighed, running a hoof down her face. “Stars above…”

Spike shook his head. “Why exactly did we do this before getting back to the library?”

“I thought she would be harder to convince, and that walking her back to the library would give her time to regret her actions.” The queen frowned, looking down to the slumbering mare she had just lowered to the floor. “I guess that wasn't needed.”

“What now?” Spike asked, gesturing to the pony on the floor.

“Well, we know there patrols right?” She half asked half stated.

“I guess…” Spike’s eyes narrowed. “Your not telling me we have to carry her back to the hive?”

“Maaaybe?” Twilight tapped her hooves together.

Spike groaned, running a clawed hand down his face. “Augh, and let me guess, we have to move quickly before the patrols change or someone shows up?”

Twilight nodded. “You closed the library at least right?”

“Yeah, but I don't see how that's going to help us drag a full grown mare through the centre of town without anyone noticing.”

Twilight grinned confidently. “You underestimate us.”

“Do I?” Spike deadpanned.

The queen rolled her eyes and moved to the pony’s back legs. “Oh hush and grab her forelegs, I’ll carry her.”

“Good.” Spike snorted. “Because I sure ain't.”

Twilight wheezed heavily, her steps slow as she struggled to walk the last ten feet to the bed they had set out. Sucking wind and barely able to stay standing, Twilight was forced to use the last dregs of her magic to lift Fluttershy up and into the bed. “There. Finally.”

Spike rolled his eyes, and sighed. “You know I could have carried her the last bit of the way.”

The queen’s legs sprawled out in every direction, her body falling limp and her face landing in the dirt. “After all that teasing and saying I couldn't do it? Never.”

The dragon chuckled, walking his way up to the mare and extending a hand. “Need help?”

“I think I need a minute more then anything.” Twilight told the dirt.

“Well don't look now but I think the changes are starting to happen.” Spike pointed out, walking up to the bed and watching closely as the slumbering mare’s body began to shift.

Twilight extended her magic into one of the nearby pits of love and pulled out a dollop of the pure liquid, which she quickly consumed. With a resounding sigh the changeling queen rose to her hooves, strength now flowing through her and re energizing her. With one last shake of her head, the mare trotted over to the bed and looked down at Fluttershy as she twitched in her sleep.

“You weren't kidding.” Twilight remarked.

Spike nodded, joining his mother as he watched the pegasus’ body continue to change.

Where there was once butter yellow fur there was now only the dull black of chitin. Her mane seemed to be the next thing to go, slowly being replaced by the wholy silklike mane of a changeling, keeping a sliver of it's original color and all of it's length.

“So, what kind of purpose are you going to give her?” Spike asked.

“I don't know…” Twilight contemplated as she watched the pegasus’ feathery wings disappear and be replaced by thin membranous wings of a changeling. “She would make an excellent breeder, as well as a nurse.”

Spike lifted an eyebrow. “It almost sounds like you want a nurse that you could knock up.”

“Your not wrong…” Twilight sighed. “She's beautiful as both changeling and pony.” The queen reached down and gently moved the mare’s silky mane from her eyes, allowing her to see twin fangs now poking out from beneath her jaw. “Hmm, they are smaller than normal.”

Spike looked down, prodding the tiny fangs, that only barely managed to emerge from the former pony’s lips. “Would you look at that. What does it mean?”

Twilight shrugged. “I’m not sure. Nurses and breeders both have slightly smaller fangs, but these are exceptionally small.”

“Huh.” Spike shrugged, watching as the changeling’s tail joined her mane, becoming the same color and texture as her mane. “How much longer should it take?”

“I don't know…” Twilight frowned, staring closely at the prone form of her friend. “Chrysalis had developed the conversion gel years ago but never used it very much, preferring to do it the uh, old fashioned way.”

Spike blushed hard, the hive mind abuzz with images of his rebirth and the process that went into even making it possible. “That is so hot.” He muttered half to himself.

The queen smiled, her gaze temporarily drawn up, to Spike’s long, lithe body and more importantly his purt, and surprisingly round, butt. Staring for a few seconds longer, Twilight very nearly convinced herself that she could take a break and fuck Spike’s ass a bit, only for a sudden spike of panic to come from the former pegasus.

“Was that Fluttershy?” Spike asked hesitantly.

“It was.” Twilight replied, leaning close. “She's coming to, and sooner than anticipated. Her desire to be a mother must have been stronger then first anticipated.”

Spike opened his mouth to speak, only for a sudden gasp of air to alert him that his newest sibling had awoken. “Wha-” The former pegasus muttered, only to grab the side of her head and wince.

“Shhh, hush now. There is no need to panic.” Twilight whispered, running a hoof down the side of the mare’s face. “This is just my natural form.”

The former pegasus seemed to relax slightly, her body falling still as she looked around. “Where am I?”

“You are home.” Twilight smiled, gently bringing the mare’s chin up and forcing their eyes to meet. “I will tell you more about your new home in a moment. First you need a purpose, one that reflects your wants and desires.”

Fluttershy blinked owlishly. “A purpose?”

“Indeed. All changelings need a purpose.” The queen hesitated a second before shaking her head. “And yours will either be to raise the young changelings, or to give birth to them. The choice is yours.”

Before Fluttershy had a chance to speak the full weight of the hive mind pressed against her consciousness, opening the link between their mind and hers. For a moment her eyes went wide with panic, which was quickly replaced with wonder, and finally, acceptance. After which she fell unconscious, her mind unable to handle the many changes she had just gone through, and her body preparing her for the changes yet to come.

“Isn't that risky?” Spike asked. “Giving her a choice? What if she accidentally chooses… I don't know, a guard?”

Twilight rolled her eyes. “I don't think Fluttershy would do that even by accident. Besides, I made sure that her only choices were breeder and nurse, her subconscious will guide the last changes that will ensure she becomes one or the other.”

Spike continued to frown, his eyes glued to the mare’s body as she lay deathly still. “Well alright, I’ll trust you.”

“Come on Spike, we better go open the library I’ll keep an eye on her via the hive mind.” Twilight turned, Spike close behind her.

“Alright, if she wakes up I’ll cover for you while you go check on her.” Spike offered.

Twilight smirked, giving the dragon’s ass a firm smack. “That's my number one assistant.”

The dragon groaned, rolling his eyes. “Look I know my butt got a little bigger but emphasizing the ass in assistant was only funny the first time.”

Twilight stuck out her tongue in protest. “Spoilsport.”

The strange, dingy green colored basement Fluttershy had seen moments earlier was gone, replaced by the clean and perfectly organized living space that was Twilight’s bedroom. The change was a drastic one, causing the mare to try and sit up quickly, shocked by the sudden shift in space. As she tried to rise she found her limbs were slow to react, and what little she could move felt like it was happening in slow motion, her limbs moving through molasses. As she looked around Fluttershy noticed everything had a strange dreamlike quality, making the pegasus sigh.

“It's just a dream. Twilight wasn't really a changeling.” She muttered to herself and yet despite how she knew logically, that such a sentence should make her feel relieved, she felt anything but.

Pushing aside the bedsheets and the strange thought, Fluttershy stood and made her way over to the door. Looking around the room, Fluttershy paused, finding that other then things being slightly out of focus there wasn't anything out of the ordinary. Indeed as she looked around she began to notice things she had never seen before. Books she was sure she had never looked at had clear and defined titles, pictures she had never paid more than a passing glance to now had details she was sure she had never noticed before.

Shrugging her shoulders, Fluttershy made her way out of the room, walking down the hall and towards the bathroom. She wasn't sure why she went that way, but something felt like it was pulling her in that direction and knowing full well that she wasn't awake, Fluttershy saw no need to fight this urge as it wasn't like anything could truly hurt her in the realm of dreams.

When she entered the bathroom she was once more struck by the distinct feeling that something was off. Again the level of detail seemed to jump out of her, things she had never noticed before were clear as day. Fluttershy didn't know much about dreams but she was sure something was off, or her memory was simply better then she had first thought.

Feeling a tug at her chest she turned toward the mirror and peered within, the feeling quickly vanishing when her gaze met her reflection’s.

“Is this all you wanted to show me?” She asked the reflection.

For several long seconds nothing happened, and just as she was about to leave she noticed something strange when she turned her head. Stopping, the pegasus peered out of the corner of her eye, finding that something black glistened on her neck.

Leaning closer to the mirror the pegasus pressed a hoof against the spot, finding that the black spot grew larger after she touched it. “What is going on?” She muttered, finding that the black spot was now spreading without her even touching it.

Yet where most would panic, Fluttershy only watched as her fur fell away, replaced by hard black, hole ridden chitin. Worry, fear, panic, they all never came, and the former pegasus even smiled, a distinct feeling of rightness filling her. She had never placed much stock in being a pegasus, her wings being viewed as little more than a nice addition and not a core part of who she was.

So it was hardly a spot of concern when she looked back and found that they were replaced by the distinct almost butterfly like wings of a changeling. She didn't even mind when her mane and tail fell out and were replaced by the a fine curtain of silk, and it was only when a horn began to grow from the centre of her forehead that she even began to worry.

Fluttershy was, after all fairly tall for a mare, and she seriously worried about the possibility that she may just end up twacking her horn on any doorway she passed through. To her distinct pleasure, it did not grow for more than a three or four inches before stopping, leaving it as more of a jagged black stub then a true horn.

Breathing easier, Fluttershy looked back into the mirror, a distinct feeling of pleasure beginning to rise from within her. The changes were becoming deeper, altering her body in ways she couldn't define, though even with the knowledge that these changes were more than skin deep, she still did not panic. Indeed the feeling of pleasure grew every larger, undeterred by the fact that her eyes had changed, her pupils narrowing and gaining the distinct appearance of a changeling’s. Not even the addition of small fangs growing past her lip could dissuade the pleasure building inside her.

Unable to contain her joy any longer the mare fell to the ground, a hoof reaching between her legs and seeking out her now dripping sex. Her grasping hoof never reached it's target as it instead bumped into something else entirely, the appearance of which made Fluttershy stop and look down in surprise.

Her breasts were larger, and as she sat on the floor she could see they were still growing. She had never been well endowed in that regard, having little more then small buds the likes of which no mare was jealous of. What she had now would put even Rarity to shame, as they were easily large enough to make a passing viewer believe as though she were currently breast feeding a pair of very hungry foals.

“Umf.” She moaned, the thought making something deep inside her burn with an intensity she had never felt before.

Yet despite just how distinctly pleasurable and completely sexual the feeling was, there was a different, more wholesome part of the same feeling that made her love the fact that she was raising the foals she had given birth to. She went back and forth, wondering which part she enjoyed more, the idea of raising her own foals, or actually being pregnant.

In the end she gave up, refusing to pick one or the other and instead pushing past the strange notion entirely and focusing on the changes that were still occurring.

Her breasts had now swelled to the point that they would no doubt rub against the insides of her legs, and already Fluttershy could feel an odd heat resonate from within them. At first it was simply odd, but as time passed it grew more and more pleasurable as her breasts filled to the brim with a strange substance she knew wasn't milk. What exactly that substance was didn't matter to the former pegasus, as she was above such concerns.

All that mattered to her was the fact that it would help her newborns grow and become the good little changelings her queen needed them to be.

The mare blinked, shocked at just how natural it had felt to think that.

Her queen. Her mother, the sire of her children, the leader of their family, titles that once sounded clashing now seemed completely natural to the pony turned changeling.

Reaching past her still growing breasts Fluttershy gently touched her slit, expecting it to have changed along with the rest of her. Though she didn't notice anything at first it didn't take long for that to change as the heat she had felt in her breasts extended down, filling the space she assumed her womb would be.

Fluttershy moaned aloud, unable to hold back the wave of pleasure that came with feeling her womb stretch and grow, as if readying itself to receive an entire litter of foals. The though of her belly being stretched wide as she was impregnated by a great multitude of changeling young made the mare’s pussy ache with emptiness. That feeling of fullness was something she needed, but not all that she needed.

She looked down, imagining that just past her bulging belly, there were two small changelings suckling at her breasts, gulping down the thick viscous liquid contained within. The image didn't even phase the mare and only seemed to make her more aroused than anything, as if every part of her being was being fulfilled at the same time.

This is why I’m here. This is why I’ve been put on this planet. Fluttershy thought to herself, her chest swelling with pride as she imagined herself surrounded by the many, many children she had borne for her queen. Yes, all for my queen. My body, my soul, my children, all will serve my queen. She thought, the dream beginning to fade as the weight of her choice filled her being with purpose.

The world returned to Fluttershy in bits and pieces, words here, feelings there, the occasional sensation of something soft beneath her body being the only constant. Her own voice didn't seem able to come when she wanted it to, leaving her stuck drifting between the waking and dreaming world. Time had long since lost all meaning to the mare, and it could have been minutes, hours, or even days since she had that strange conversation with Twilight.

As she lay there between the waking and dreaming world she knew in her heart that the dream she had just had wasn't just a dream and that some part of it must have actually happened. Her real, physical body felt different, as if it was rapidly becoming the one she had in the dream and the mare bemoaned this gap between where she was and where she wanted to be.

As she waited patiently for her dreams to be realized, she felt her body shift and change, becoming something new, something different. While her body changed, so too did her mind, senses she didn't have before suddenly feeding her information which she had no idea what to do with. She wasn't sure if it was the result of her new instincts or what, but she could tell that the air tasted vaguely like… worry?

That was strange, but as she moved she noticed something stranger still.

Between her legs, where there had been two small, below average breasts, now rested two enormous milk tanks easily large to feed a dragon. A blush slowly spread across the mare’s face and she ran a hoof down the length of her new anatomy, startled to notice that her fur was gone, having been replaced by black chitin.

It's all coming true. She thought to herself.

The rest of her senses returned in a single confusing wave, alerting her to the fact that two voices were in the midst of what sounded like a heated debate. Setting aside her own worries over her new body, Fluttershy lay still, listening intently.

“-and I’m saying it might have been a bad idea to let her choose. She’s been asleep for nearly six hours Twilight!” A strangely familiar voice exclaimed. Fluttershy’s initial guess was that the voice’s owner was none other then Spike, but it was also more feminine then she remembered.

“Would you relax already? Every spell I’ve used has said that she is doing just fine.” The slightly warped voice of Twilight Sparkle replied. “Her body is still adapting to the changes, and besides, Chrysalis mentioned this might be a possibility.”

The mare breathed in suddenly, surprised to hear mention of that terrifying changeling from all those months ago. That fear didn't last long though, some primal part of her stowing that notion deep down inside her.

“Did you hear that? She’s awake.” Spike pointed out.

“Strange, I didn't notice her presence in the hive mind.” Twilight remarked.

The sound of hooves and feet on dirt could be heard from behind her, slowly coming around the bed, and revealing the confused faces of Twilight and Spike looking down at her. “Oh thank goodness, your awake.” Twilight remarked with a sigh, the changeling placing a hoof over her beating heart.

“Y-your both changelings?” Fluttershy stuttered, only to remember what she now looked like. “Was I changeling the whole time?”

Spike rolled his eyes. “Why don't you give her the download on what's happened?”

Twilight hummed and hawed, staring closely at Fluttershy’s forehead for some reason. “I don't know, her horn took a while to come in, and it's a bit shorter than normal.”

“M-my horn?” Fluttershy looked up, finding that she did indeed have a horn a few inches shorter than the average length of a unicorn’s horn only more jagged, unlike Twilight’s which was much, much longer and far sharper then even the former pegasus’. “Just like my dream.” She muttered, gently prodding the tiny growth on her forehead.

“She's going to start panicking again, and we don't have time to explain everything normally.” Spike pointed out, poking a finger into Twilight’s side. “Just do it already.”

“Oh fine, but if she gets nauseous or something, your cleaning up after her.”

“Whatever, just do it already, I can already feel her starting to freak out all over again.” Spike paused. “It's not nearly as bad as I expected though.”

Twilight huffed silently, closing her eyes and lighting her horn. “Alright Fluttershy, just focus on my voice and try to stick with me okay?”

“O-okay.” Fluttershy stuttered, the feeling of panic growing larger and larger by the second despite her new instincts.

Then, just when she felt as though she was going to have a full blown panic attack, a sudden weight seemingly settled over her, blocking out any attempt to freak out and filling her with knowledge. Time once more lost all form, hours seemingly flying past in mere seconds. Then it was over just as suddenly as it began, only now she knew things she hadn't moments ago.

The former pegasus blinked, looking up at Twilight in wonder. “You are- and Spike is.” The changeling’s jaw hung open and she lay there, baffled and stuttering by the knowledge that now filled her brain.

“Did everything work Twilight?” Spike asked hesitantly, leaning in and poking Fluttershy’s shoulder.

The queen’s face drew tight and she looked down at Fluttershy. “It seems to have gone well. Her mind accepted the information with surprising ease and it should only be a minute or two before her brain sorts it all out.” Twilight’s eyes fluttered open, a look of confusion crossing her features. “Her body took to the conversion gel very well, but there is something off. Hold on a second Fluttershy, this might feel a little weird, but trust me when I say it won't hurt.”

Fluttershy nodded instantly, as if a part of her being trusted Twilight on a level bordering instinctual. “Yes my queen.”

Twilight paused for a moment before lighting her horn and casting a spell that washed over the former pony’s entire being, as if her every organ and part of her new physiology was being analyzed and weighed. It was weird, but not unlike the diagnostic spell that Twilight had used after their more rough and tumble adventures. By the end of it her entire body felt a little strange, as if she was energized, and nervous at the same time. “M-my queen?” Fluttershy asked nervously.

“Nothing is wrong, that much is certain.” Twilight remarked, only to cock her head and stare a little closer at Fluttershy’s midsection. “You also seem to have become a breeder nurse hybrid. Tell me, when I gave you the option to choose your purpose, what did you think?”

Fluttershy tapped her chin. “I don't know, everything became a little blurry and then I couldn't decide so I just thought I would want both?” She shrunk in on herself, hiding behind her holey mane. “That wasn't wrong, was it? I’m sorry my queen.”

Spike took a step back. “She didn't get stuck between the two roles or something did she?” \

“No.” Twilight smiled, shaking her head. “It's like her body became both at the same time, but in order to do so took a little from her horn and wings. You’ll never be able to do more then the most basic of unicorn spells, or fly very well, but you will be able to give birth to any kind of changeling, and raise them all without issue.”

“That would explain why her wings and horn are so small, and why these are so big.” Spike snickered, hefting Fluttershy’s surprisingly heavy, bowling ball sized tits and letting them fall, causing them to slosh audibly.

“Unf.” Fluttershy moaned, a shiver running up her back, her wings extending.

Twilight smirked, sharing a sidelong glance with Spike who snickered back. “Well this is interesting, wouldn't you say Spike?”

He licked his lips. “Absolutely.” His nostrils flared. “What is that smell?”

“It's probably her pheromone organ beginning to activate.” The queen remarked.

“I feel s-s-strange.” Fluttershy whispered, one hoof going to her midsection while the other grabbed one of her breasts.

“Bad strange or good strange?” Spike asked.

“Really good.” Fluttershy shuddered, squeezing her breast while rubbing her midsection, causing a small dribble of greenish white liquid to leak from her breast. “Like I’m whole for the first time in my life.”

Twilight's eyes went wide, an equally wide smile crossing her face. “Can you describe what your feeling?”

The former pegasus squirmed on the bed, her wings buzzing absently. “It's like I want to panic but there is a voice in the back of my mind that's asking me how that would help. I can't really argue it so I just kind of stop freaking out.” She blinked, only now realizing what she was doing and pulling her hooves from her body the changeling blushed hard, turning her black chitin a few shades redder.

Spike smirked, elbowing Twilight. “It seems like your already having an affect on her.”

Twilight rolled her eyes. “We all affect one another equally remember? That is what a shared consciousness means.”

Fluttershy bit her lip, looking up at Twilight apprehensively. “So does that mean I can have your foals now? Or whatever a changeling foal is called. I know what you said before was a lie but…” She squirmed absently, a hoof going to the spot just above her breasts. “I forgive you.”

The queen sighed, a weight settling off her shoulders. “Are you sure? I turned you into a changeling, brought you into my hive, and made it your very purpose to raise and have my children. All against your will.”

Fluttershy shrugged. “That doesn't really change anything. I’m still me, your still you and sure I’m a little mad you lied but I understand why you did it.” Her eyes suddenly gained a hungry, almost predatory gleam and she leaned closer to the queen. “I can have your foals now, right?”

“I err..” Twilight gasped, shocked to be forgiven so readily.

Prompting Spike to step up and nod confidently. “Yup! In fact we could knock you up with a whole clutch this very day. Oh and they are called nymphs, but we aren't pure changelings so I guess foals works.”

“In fact your body could potentially be impregnated hundreds if not thousands of times. Before we get to that though, I want to introduce you to your new brothers and sisters you will be looking after.” Twilight remarked, mentally pushing aside some of the shared arousal that emanated from Fluttershy when the former pegasus realized what her new position truly meant.

“H-hundreds?” She muttered, a hoof unconsciously snaking between her breasts and reaching towards her dripping pussy.

“Possibly even thousands, since changeling’s lifespan is determined by their diet.” Spike added.

Fluttershy’s body shook, her mind conjuring images of herself being filled with foals over and over without end. Forcing Twilight to reassert her control of the hive mind and push such thoughts from their shared consciousness. “Don't forget, it's also going to be your duty to look after the drones when they hatch. We can talk more about that later though, I sense there is something on your mind.” Twilight added.

“Y-yes.” Fluttershy gulped, looking up at Twilight expectantly. “When can I have my your children my queen? I crave the feeling of being full, of being useful, of being complete.”

“Well you are a breeder, meaning we could start the process of birthing new, more specialized changelings within the hour.” The queen tapped her chin, gaze distant, her mind deep in thought. “You don't have any other responsibilities or anything you need to do today?”

Fluttershy shook her head. “No, you made sure to that.”

“Then I suppose we could think about knocking you up fairly soon…” Twilight trailed off, already thinking of a plan.

“R-right now?” Fluttershy asked suddenly, leaping up, her muzzle mere inches from Twilight’s.

“I don't see why not.” Spike commented, shrugging his shoulders.

Twilight frowned, turning and pulling aside the dragon changeling hybrid. “We need to think of what type of changelings we want first, before we do anything and give Fluttershy’s body to finish the last changes.”

“So, what's the plan then mom?” Spike asked.

Twilight’s smile grew wide. “Alright so here's what were gonna do…”

Author's Notes:

Chapter 6 is up on my patreon for all 3$ and up backers so if you want more and dont want to wait, go on over there!

Want to see stories like this before anyone else and get access to secret patron only stories, early releases for patreon supporters aaand other goodies? Drop just three bucks on my patreon and join the early release club!

Join me over on patreon and get instant access to exclusive content and early looks at new stories, patreon only stories and other great stuff! Check it out!
Or just join the discord to ensure that you dont miss an update.
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