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An Infestation in the Herd

Part 14

For FlimFlamFun5

By Draconicon

Ivory Flash had left Hayburg some time ago, and in that time, he had met a number of ponies and stallions who had been depressed, who had wondered what the point of being part of Equestria actually was, who had been worried about how they were going to stand up to the changelings, or the gryphons, or any of a number of threats to the kingdom that were never truly addressed outside the core cities. He met them, and he helped them.

Not out of any warm desire of the heart, of course. The Hive had commanded him to do things, to find more hosts, and he was happy to spread the word of the Hive, and the parasites, as well. They were to find more hosts, to bring the Hive to the other villages, and they would eventually spread across all of Equestria.

And the fact that they would all be infested would mean that they would be better suited for finding different solutions to things than they currently were. A group mind of the Hive would be better than a council of ponies.

He had traveled far, the white and black stallion making his way along the road before finally coming to Tindertown. It was a little place on the edge of Equestria, well away from the main roads of travel, and it bordered a forest where other creatures lived, wilder horses that regularly caused problems for the ponies that lived there. He figured that there would be plenty of those willing to drown their sorrows with a willing ear, and that would make it all the easier to infect them.

What he didn't expect was a familiar pair of faces waiting there for him.

The white and black stallion walked into the local inn to find Azure Breeze and Moonlight Thunder waiting for him. He stared at them, only the influence of his parasite keeping him from making a mistake and outing them immediately. Instead, he walked in casually, talking to the guy behind the desk. A room was booked for a few bits, and he walked over to the table that they were sitting at.

"Have a little room for someone?" he asked.

"Yep," Moonlight said, nodding.

Sitting down, the host tried to figure out the best way to ask the obvious question. The parasite, however, was the one in charge, and it juts asked.

"When did you get here?"

"In truth, never."

"..."

The pair of ponies looked at each other. To anyone observing them from other tables, it would be clear that couple were looking at each other lovingly, but to him, sitting right across the table, there was a different message. The faintest hints of a green flame slid over their eyes, exposing the bug-like facets of a changeling's eyes. Ivory Flash had no reaction, none at all, and that seemed to satisfy the changelings as they put their disguise back on.

"Meet you in our room in five minutes. 201."

They got up from the table, their tails affectionately flicking from side to side as they chatted with one another about some nonsense or another, sounding for all the world like a normal couple. The host, however, stayed at the table, waiting out the minutes.

What had happened to the rest of the Hive? Had something gone wrong in Ponyville? There'd been no announcement of new orders from Canterlot, so obviously the plan to take down Celestia hadn't succeeded just yet, but had something happened to their drone-leaders?

No, no way. There was no chance that Azure and Moonlight had been taken down by mere drones. They weren't going to go down to bugs, and the Hive was too strong to be taken out that easily. Something else was going on.

Hopefully this meeting would answer what.

He waited the five minutes that they asked, then got to his hooves, making his way to the staircase in the back. His room was on the second floor, so the pony at the front door didn't question him. Up, up, he went, and then took an immediate right to door 201. He didn't bother knocking; the changelings would know that it was him.

As soon as he entered, the changelings changed their shape. They went back to their bug forms, looking right at him.

"You're Ivory Flash, right?" one of them asked.

"Yes."

"And you're one of them. Moonlight's first infested?"

"..."

"He told us. It's part of the alliance. We just need confirmation."

"Alliance?"

"We'll explain, if you can confirm."

The parasite inside him thought for a moment, then slowly nodded. It seemed safe enough to admit that little fact.

The two changelings sighed softly, heaving breaths of relief. Clearly, they were taking a risk as well. They were, after all, enemy number one in the kingdom, and if anyone from downstairs recognized what they were, they would be captured and probably imprisoned immediately, if not outright destroyed. Nobody would consider it a murder, either, just like they wouldn't consider stomping on one of the parasites a murder.

But questions still remained. The parasite had him ask.

"What are you doing here?"

"Looking for you, and the other Hive members," the changeling said. "The real Moonlight and Azure are down in Canterlot. They'll be there for the rest of the 'war', if you want to call it that."

"...Why?"

"Because that way, anytime someone sees us, they'll know that we're changeling messengers."

"...Oh."

"Oh? That's all you can say to that brilliant idea?"

Ivory had never been much of a thinker. Planning stuff out had never been the thing that anyone would have praised him for, so the idea didn't make a lot of sense to him. But the parasite inside liked it, so that was alright.

"So, anytime we see you -"

"Just find a private space to talk," the changeling said. "We won't be around unless it's really important."

"And the rest of the time?"

"Just consider us back-up."

"...Back-up? Then you're...really on our side?"

"Yep." The changeling chuckled. "We figured that we needed to kick up the pace a bit. Like, we came here to help you with bringing down the mayor right off the bat."

"That's impossible. He'd be missed."

"Not if someone else was imitating him."

One of the changelings, the one that hadn't talked just yet, shimmered. When the green fire faded away, a perfect copy of the black-red earth pony that ran Tindertown stood before him, complete with the usual woodcutter vest and the axe that he carried with him on a daily basis between the town and the forest. It was rather startling just how good an imitation it was, and a reminder of just how good the changelings were at imitating others. They were all but perfect as infiltrators.

It was a reminder to him, too, that he would need to be careful with them despite the alliance. There was every chance that they might try and imitate Hive members for other reasons, and force them to expose themselves in public. If that happened...

But the parasite in him didn't feel worried. For good reason, as well. The Hive had a wonderful way of proving whether you were a member or not. All you had to do was show your tentacle. If you couldn't or wouldn't? Then you were probably not Hive.

Of course, if you showed it to someone that wasn't a member of the Hive, then there was a great deal of screaming, a lot of other problems coming up, but that was to be handled at another time.

He nodded in understanding, and the changeling shifted back. Ivory cocked his head.

"Are you hosts?" he asked.

They laughed.

"Oh, no, no. That's not part of the deal."

"...Doesn't seem like a good deal."

"The queen wants to maintain our independence for now. So long as we have our love and our food, then we'll make sure that we work with you. If that gets cut off, however...well, we want to make sure that we have ways of getting what we need."

They didn't trust the Hive. Good. It was mutual. That said, they were both getting something that they wanted, so they could work together. For now.

"So, what's the plan?" he asked.

"You think that's our job?"

"We're just assistants, Hive. We're here to do what you say, not give you a plan."

Well, that made things a little bit more complicated. Ivory, as stated, had never been much of one for planning, and that meant that he would have to work a little harder to make this one work. Particularly since he only had the one parasite to think with...

But that might be fixable. Yes, it might be fixable, alright.

"Can you become the mayor again for a minute?"

"Why?"

"I want him to come in and order the innkeeper into the backroom for a chat. Then I can infest the innkeeper. Free room, and another person to think with."

"...Heh. Looks like the Hive can improvise, at least," one changeling said.

"We can do that," the other said.

It was less than an hour later that the innkeeper, a unicorn of white and gold fur, was knocked out on the floor of the backroom. He had been sweaty, worried, obviously concerned about what might have caused the mayor to come to him in the middle of the day, and hadn't seen the wooden board that Ivory Flash had swung at him until it was too late. Now, his ass was up in the air, perfectly vulnerable.

"So, how does this work?" one of the changelings asked.

"Like this."

Ivory reached under his tail, flicking it up and to the side. He'd been slowly developing more eggs inside of him, holding back as much as he could and eating less to ensure that they didn't develop too quickly, but there were three eggs waiting to hatch in his guts. As soon as he started pushing them back, they started squirming, and he had to really focus to only let one keep moving towards his rim.

The feeling of the egg sliding free of his pucker was a surprisingly pleasant feeling. Holding back on the road when he didn't see anyone he could infest had been rather hard, and he would have liked to just leave the eggs in the open, but the parasite had kept him from doing it. That was a bad idea. It risked them being discovered, or left for dead. Not a good feeling. Not something that he wanted to be guilty of, right? Right.

But now they had someone. Someone that had at least a little authority. Someone that would make their immediate lives that much easier.

He let the egg fall into his raised hoof, then gently rolled it onto the floor. With the shell already cracking, it wouldn't take long for the young parasite to come free. The changelings leaned in, watching curiously.

Crack.

Snap.

Crack.

And just like that, the sides of the egg fell apart, revealing the little monster within. Shaped with crab pincers near the front and a long tail in the back, with mini-legs that allowed it to move similar to a centipede or millipede, it was not a particularly attractive little creature. Yet, it had a great deal of life, rushing about, trying to find a host.

The changelings darted back, obviously not willing to risk their own freedom, and Ivory Flash picked it up, carrying the little beasty to the innkeeper.

The unicorn hadn't stirred just yet, but he would soon. The stallion hadn't swung the board of wood that hard. He laid the head of the parasite against that raised pucker, the claws gripping the edges of the rim gently. The parasite oozed with a simple slime, something that immediately set the other stallion to reacting. His sheath opened, his shaft dropping just from making contact with the parasite.

"Wow...he must have some seriously weird dreams," one of the changelings said.

"No. This is what we do."

"What, you make them enjoy it that much?"

"Yes," Ivory Flash said, smiling. "We are always eager for this."

"...That explains so much..."

It probably did to them, though that wasn't really the point of the exercise. The point was to get the innkeeper on their side, and that meant pushing him to be infested as fast as possible. The unicorn hadn't gotten to his feet yet, but he was starting to groan in his sleep.

To hurry it along, Ivory pressed his front hooves to the stallion's cheeks, holding them apart. That, in turn, spread the rim a bit further, and that allowed the parasite to do what it did. It wiggled forward, parting the cheeks with some of the slime, sliding past the open pucker. It wiggled and slithered in, the tail slurping in like pasta down a hungry horse's throat.

Once it was inside, the groans got louder, the barely-unconscious stallion starting to stir. The two changelings started to change forms, becoming random ponies, and Ivory...waited.

After all, it was bad manners to push someone else further when one didn't have to. It was best to allow them to make an accommodation with their parasite on their own rather than forcing it.

He remembered how it had felt when he had been infested, how his body had felt almost like it was shutting down at first, how he had stopped being able to feel or control different parts of him. Then, he had been paralyzed, locked in his own head for a moment or two before the parasite made contact with him, before it started bringing his body online again, but under its own control. That had been something hard to get used to, but rather pleasant in its own way, once he had. He liked having the parasite in the driver's seat. He liked having someone in his head that kept him from making stupid mistakes.

And now, the innkeeper would have that same pleasure. The unicorn opened his eyes, started to move his legs to stand...and then they locked up.

It had started.

They waited with baited breath as they watched the stiffening go through the other male's body, his cock going from soft to throbbing hard under his body, and his muscles tensing through his flesh. They could see his legs bunching up, his forelegs pushing against themselves, his back legs twitching every so often. They were tight, the muscles refusing to compromise even as the innkeeper fought with himself. His horn lit up briefly, then went out, the parasite taking control of everything.

Then, little things started to move again. Blinking first, twitching ears next. That tail went up, showing off a pucker that clenched and released in time with the horse's heartbeat, fast at first, and then slower as it got more regular, more regulated. The stallion breathed slower, his eyes closing again, his panic coming under control. His muscles stopped tensing quite so hard, and his cock...well, it stayed hard, but that was to be expected from the various chemicals that the parasites put out. For that matter, Ivory Flash's shaft was slowly sliding free, dropping down and exposing itself.

The unicorn stallion finally opened his eyes completely, getting to all fours once more. He shook his head, then experimentally tilted it to the left, then the right. The parasite within Ivory knew that it was getting used to the new senses that it had. Better eyes, better ears, able to see and hear things as proper things rather than guessing from the vibrations around it.

It was a better life. A simpler one.

The innkeeper turned to face them. He had become a host, and one that was still a bit off in his own head, more than likely. The parasite within made him speak.

"This host has questions. And is afraid."

"It doesn't need to be," Ivory said.

"It will be, however."

"Let us share."

"Please. It needs reassurance."

It was a strong-willed host, then, one that could push back against the parasite that much. Probably had something to do with the magic, as far as Ivory was concerned. That always seemed to cause some sort of trouble when they were dealing with new hosts.

They turned around, ass to ass, and their tentacle tails extended from their holes. Ivory braced himself, knowing that this was going to be good. He had no shame; he merely wished to maintain -

There was no moan, but there was pleasure. His eyes locked forward, and the parasite within him froze their body in place, keeping them as still as possible as the information was exchanged. After all, the one in the innkeeper didn't know about the changelings, since it had been laid well before the changelings had come into their life.

As the information passed in system-wide shocks, his cock flipped up, down, up, down, bouncing against his belly in eager pleasure. It dripped like mad within seconds, and started oozing pre-cum in solid streams within a minute. The pleasure kept rising, too, leaving his balls churning as the two of them put on a show for the changelings. Not that either of them were thinking about their audience past the fact that they were just there.

It didn't take long for Ivory to cum, and no surprise. The tentacle pushed out of his rump, plus the eggs still rolling around inside him, meant that they were grinding on his prostate at all times. He couldn't help but be aroused. He couldn't help but want to enjoy himself. And -

Stomp.

That was the only sign of pleasure, a single back-leg hoof-stomp, something that was followed by a massive spray of white across the storeroom. Splat, splat, splat went the seed, and the pleasure that followed was good.

They disconnected a few seconds later, the parasites having updated each other. The update had been mostly one-way, giving the news of the changeling to the new one, but there was some data from the innkeeper, too. There were plenty of folk that were coming to this inn to meet with some of the wild horses on the sly, including some of the officials of the town that wanted to enjoy themselves with 'feral' horses. Or at least, ones that weren't touched by civilization, that could be rougher and such.

Among them, surprisingly, was the mayor. No wonder the innkeeper had been concerned.

"We have secrets to share," Ivory said.

The changelings blinked at him. They looked rather shocked, he realized, and he wondered just how much, or how little, they actually understood about how the Hive worked. If they didn't understand how they were able to speak, what they got from each other like this, then they were about to learn a lot.

"The mayor comes here every week, specifically to enjoy the attention of the wild horses."

"How - did you talk like that?" one changeling asked, nodding at the ass tentacles.

"Yes. We did."

"...That's how you get all the information. You take over, and then you can just...send it to anyone that gets close enough?"

"Yes, that's right."

"...Wow."

"Is it that much better than what you do?" Ivory asked.

"It's a lot better. We have to spy and guess, but you...Wow."

That meant that they were always going to be at a disadvantage when they were infiltrating a place that wasn't familiar. They wouldn't know how their disguise behaved around those that they hadn't seen before. They wouldn't know for sure if someone knew the pony that they were disguised as, which meant that they could be tripped up.

Ivory didn't know if that was something that the Hive would need to know, but he filed it away, anyway. If the alliance ever came to pieces - and any alliance could - then it was good to know what the weaknesses of the enemy was. They could probably get a lot of information from their 'partners' if they were able to shove a parasite into even one of them, because it was clear that the changelings, with their use of spies, shared a lot of data with one another.

We could use that...

Tempting as it was, however, they were currently in an alliance, and that meant honoring that. And besides, they had bigger things to deal with. A mayor that had a dirty secret would be easy enough to kidnap, and having the two changelings around to keep him from being missed while they did a more thorough infestation...well, that would be very useful.

Half a week later, the kidnapping occurred. It went off without a hitch, and the mayor was taken from the inn to the nearby forest. It was all too easy, particularly with the help of two infested wild stallions. The changelings remained behind, one of them imitating the mayor, the other ready to take a second shift if need be.

In the forest, the black and red stallion was tied down, ensuring that he wouldn't be fighting back too hard when he woke up. A good thing, too. He started thrashing about as soon as he opened his eyes.

"What the hell? What is the meaning of this?!" the mayor shouted.

"It's called a take-over," Ivory said, trotting up. "But I thought you'd like something like that, considering what we kidnapped you during."

"What - who the hell are you? Some outsider? Get the hell away from me."

"Not until we're done."

His backside felt surprisingly roomy as the most recent egg started sliding down. Being able to infest multiple people and clear the extra space that had been taken up by the other eggs made him feel...better, in some ways, and worse in others. The emptiness was something that normally would have been filled by someone fucking him, but there was no one that was of the right size for that. More to the point, he wanted to make sure that he kept himself in good condition for pushing the eggs out, and the fucking could cause build-up of other things back there.

But now, he would have a good chance to clear that out. He would be able to infest the mayor, then he could take the mayor's place among the wild stallions and enjoy a rut. His parasite had promised that he was due a break.

The egg came free, falling into the prepared soft earth. He picked it up as it hatched, the familiar parasite coming free, and he approached the mayor from behind.

It wasn't an easy approach. Despite the bindings that the other infested horses had prepared, he was a kicker, trying to buck his hind legs back to stop Ivory from getting any closer. It was a moment of taking his life in his hands as he approached, knowing that one wrong move would get his muzzle kicked in, or worse.

Thankfully, nothing of the sort happened. He rested one front hoof against the mayor's rump, the other holding the parasite near his hole. The little pincers managed to get a grip on the other stallion's rim, holding tight as it started oozing its slime. The mayor's reaction was almost instantaneous.

"What...nnngh...Mmmph...MMPH!"

The sudden throb that ran through the other male made it clear that his cock was already eagerly rising, trying to get into the action. His hole went from tight to loose, clenching like mad, trying to pull something, anything inside.

It seemed that the mayor was something of a secret slut. Kind of embarrassing, if one was honest, but rather sensual to look at.

The parasite was quick to take advantage, however, and slid in. Once it was past the rim, Ivory stepped back. It would only be a matter of time, now that the parasite was inside...

With the mayor, the innkeeper, and a substantial portion of the wild horse population nearby already infested with parasites within two weeks of Ivory's arrival, it was only a matter of time until the population of Tindertown started to notice that things were changing. They saw that the attacks from the wild horse population had gone down, and more to the point, that there was a new trade going on between them and the horses of the forest.

More than that, even, they attributed it to Ivory Flash. They believed that the foreigner had come in and helped them out, had given the mayor a bit of aid in reaching out, and that it was all due to him that things had gotten better.

Certainly not due to the royals back in Canterlot. Certainly not due to anything that the kingdom had done for them. They were safe again, and it was all due to this stranger that had owed them nothing.

They worshiped Ivory as a hero, and that gave him every opportunity that he needed to spread the Hive further and further through the village.

A month after his arrival, the town was half-converted, with the rest of the population only seeing an improvement in their lifestyle. He was able to take it slow, and was ordered to, once the delivery ponies from Ponyville were able to get a message through from Canterlot. They brought many different sweets with them, as well, things that were quickly put to use keeping the entire village happy and horny at all times.

He was happy enough to take it slow. The whole thing was more fun that way, and he had worked hard on the road. Ivory Flash was due a break, and he liked it.

Back in Canterlot, Moonlight Thunder would have been in an irritable mood if he had been a normal stallion without the influence of the Hive on him. As it was, he was vaguely out of sorts, disturbed by his lack of ability to do anything in the city.

He, and the Hive by extension, had not expected there to be so many countermeasures against any sort of incursion from the changelings. They had expected some, of course, but the fact that there were military patrols going through the city at all times, the fact that there were curfews, the reality that they were constantly watched due to being strangers, meant that there was nothing that he and Azure could really do except more or less exist in the city.

And they were getting rather annoyed by the sex, as well. They were both supposed to be in love with each other, and they were able to play the role in public well enough. But they knew that they were supposed to be showing that they were a couple in all ways, and that meant rutting one another at night for others to hear.

After the first week, they'd taken to just kicking the floor and making sounds rather than going through the same thing night after night. They were just bored of it, and the parasites saw little reason to make them go through it when an act of passion could be just that: an act. There was no point in making it into the big show that the entire world seemed to demand that it be.

Despite it all, they were still told that they served a purpose for the Hive, but there was something to be said when even their own parasites found it more annoying than usual to be just stuck there. The eggs and new parasites that they produced on the daily were collected by different members of the Hive and taken to the palace, where they knew that the parasites would be given to different members of the guard, the court, and more. Sooner or later, they would spread far enough to allow him and her to be brought to the palace proper, but for the moment, they were little more than breeders.

And it's annoying.

He wanted to take his stud-self out on the streets, to find someone to break down again, to put his cock to use as the weapon that it was made to be for the Hive. He knew that Azure wanted to go to the palace, to seduce those at the top, to put her body out there to bring weak-willed individuals into the Hive proper. It was something that they had both been ordered to do so many times that the lack of opportunity was driving the pair of them utterly mad.

Moonlight had paced back and forth across their room three times in the last hour. The parasite had ceased being satisfied with that, and was debating whether it would be acceptable to infest their local innkeeper. He was just about to consider it a worthwhile thing when someone knocked at their window.

He turned, not surprised to find a messenger there. It was dressed as a member of the guard, but he had learned how to spot the changeling eye-shape under the illusion. He walked over, nudging it open with his head, and the changeling leaned in, dropping the head-disguise.

"We've got an update."

"Please let it be a good one."

"Oh, it is. Darkmoon Dancer's figured out who the top guard for the Night Guard is."

"..."

"And we're going after her soon."

"Which means..."

"We can get access to Luna."

That was a big step. Even if they managed to take over the full guard, there was no way that they would be guaranteed a shot at Celestia. The Princess of the Sun had become more and more withdrawn the longer that the war with the changelings had gone on, having less and less trust with the world at large. She seemed to believe that there was little that would stand with her, and perhaps she was right, because she didn't even take petitioners anymore, merely audiences that she screened heavily first.

Only her sister still had that unrestricted access, and many believed that it was because Luna was second only to Celestia in raw magical power. If anyone else could handle the danger that the changelings posed, it would be the princess of the night.

But that whole thing didn't give him or Azure any chance of leaving the hotel anytime soon. He waited, just in case that meant that there was an invitation to the palace, but there was nothing.

"...Is that all?"

"I thought that the Hive would be pleased," the changeling said, looking vaguely impish about it.

"..."

"Heh, sorry. But we need more people in the palace before we can get away with inviting 'common' ponies up there."

"How much more?"

"Oh, about a hundred more servants, and two dozen nobles."

The changeling pulled his head back before Moonlight Thunder's impatience could get the better of him. The parasite was no help, either. It was nearly as out of its mind as he was, mostly due to the fact that it was laying eggs and getting no feedback. It hadn't had anyone else in the Hive to link with other than Azure's parasite for almost a month, and they were driving themselves half-crazy. If they didn't get the chance to link with someone else soon, it might actually do damage.

The two hosts turned to look at each other, and silently agreed. If they didn't get to the palace within a week, they were going to turn this inn into a Hive den. If nothing else, it would keep them from finding out if there was a point where the Hive connection could cause actual damage through lack of being connected with each other.

The End

Summary: The Hive continues to expand in other areas, and the changelings only make it easier.

Tags: M/M, Parasite, Horse, MLP, Anal, Anal Infestation, Body Control, Mind Control, Hive, Tentacle, Orgasm, Cum, Changeling, Series,