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"So, umm, Pinkie Pie... what are we doing again?"

"Shh! Don't let anypony hear you, Fluttershy. They'll know we're up to something," warned the pink filly-mare. "This is a big secret!"

"Oh..." said Fluttershy quietly. "If you say so..." The yellow pegasus tried to tip-toe quietly after her friend, but she apparently wasn't fast enough for Pinkie's taste, because Pinkie suddenly grabbed her around her belly and dashed to the Sugarcube Corner as quickly as possible (which, for Pinkie Pie, was about 88 miles per second), not stopping until they were safely in the basement.

"I didn't even know the Sugarcube Corner had a basement," said Fluttershy in the pitch-blackness. Pinkie Pie could be heard somewhere nearby, shuffling around, digging through old junk, and muttering to herself. "Umm... Pinkie Pie?"

"Hm?"

"Can you please tell me what's going on now?" asked the Pegasus shyly. "That is... if you don't mind." The Pink Pony kept feeling around in the dark until she finally found what she was looking for.

"Aha!" she shouted triumphantly as she clicked the light switch, and the room finally came into vision.

Fluttershy gasped when she saw what was lying on the floor in the middle of the room.

"Pinkie Pie! What's a changeling doing in your basement?"

"There's a changeling here???" Pinkie Pie gasped, spinning around to take a look. The look of shock on her face quickly melted into amusement as she said "Oh! Silly me. I forgot to tell you I had a changeling in my basement. This is why I brought you here."

"To see a changeling?" asked her friend. "but why? Why didn't you bring it to Twilight for interrogation like all the others?"

"Well, duh!" said the pink pony. "We're gonna interrogate it ourselves."

"I -- uhmm... okay." Fluttershy pawed at the floor nervously. She kept glancing back and forth between her trusted friend and the unpredictable enemy that was lying unconscious just a few feet away. Pinkie Pie continued.

"You see, Fluttershy, Twilight has captured and interrogated fifteen changelings in the past three months... and we still don't know where they're hiding! As much as I hate to say it, Twilight's methods just aren't effective enough."

"oh..."

"I suggest we try something new. something Twilight would never dream of doing to a changeling. Just think of this as an experiment, okay?"

"Oh, umm... okay."

"Besides," Pinkie Pie said with a wink, "I think we're gonna have lots of fun."

Suddenly, the changeling emitted a moaning sound and began to move unsteadily, trying to get to its feet.

Pinkie Pie nearly shouted, "Oh, he's waking up! Here Fluttershy, help me with these chains."

"wait, what?"

"Oh, nevermind. I'll just do his front hooves for now. If we need reinforcements later, I can always just shoot him with my tranquilizer gun."

That last bit of information was just too much for Fluttershy, and she ran up the stairs and exited the basement, ready to get as far away from the Sugarcube Corner as possible. She thought maybe she'd go to the library and tell Twilight what Pinkie was up to. Maybe the unicorn librarian could talk some sense into their insane friend.

Pinkie Pie finished binding the changeling's hooves, then quickly blindfolded him and shoved a gag in his mouth before saying "be right back! Don't go anywhere!" and dashing off after her friend.

---

It took a lot of convincing, but Pinkie finally managed to get Fluttershy to come back to Sugarcube Corner with her and try again.

"I promise you he won't bite," she said as they walked down the stairs into the basement. "See? He's all chained up. I even gagged him for you."

"Well, yes, but..."

"Don't worry, Fluttershy. It's perfectly safe... and we're gonna have fun." Her wide smile was almost convincing.

The pegasus took a deep breath and said, "okay, Pinkie. I trust you. Now, what are we going to do?"

Pinkie Pie began to bounce. "We're gonna tickle him," she said cheerfully, "with these!" She pulled a bag of feathers seemingly from nowhere and dumped them out onto the floor in front of the captive changeling. At the sound of the word "tickle," his ears jerked forward, and Pinkie Pie grinned slyly.

"Oh. Well, then... that's not so bad," Fluttershy said with a smile.

"That's the spirit!"

The two mares stepped close to the tied changeling stallion, and each picked up a feather in her mouth. Pinkie removed the gag from the changeling's mouth and said "Alright, you changeling spy... talk!"

"Talk about what?" he asked indignantly.

"You know what," the pink pony said suspiciously. "Tell us where your hive is!"

"I shall tell you nothing."

"Tell us... or face the wrath of the Elements of Harmony!" Forgetting that the changeling was still blindfolded, she tried to emphasize her point with dramatic gestures.

The changeling just chuckled and said again "I shall tell you nothing."

"Okay," said Pinkie, shrugging. "You asked for it." She and Fluttershy moved in on him, stroking him in the most sensitive places they could think of with their feathers. Pinkie got his armpits while Fluttershy worked on his belly. Soon he was giggling and twitching, jerking, trying to pull away from the feathers.

"Hey, stop!" he cried out. "Is this seriously you guys' method of interrogation?" Pinkie Pie smirked. Even Fluttershy couldn't help but smile. "Okay, if you just stop tickling me for a moment... I'll tell you something!" They stopped tickling and allowed the changeling to catch his breath.

"What is your name, soldier?" Pinkie Pie asked in the most serious voice she could muster.

"I'm... not a soldier," he panted. "I'm... just a scout."

"Okay, then..." said Fluttershy, starting to feel a bit brave, "What's your name, scout?"

"Changelings don't have names," he said. "We just get a job and a number, and that's how we identify one another."

"Really?" the pegasus asked him, a little shocked. "That's fascinating. What about before you get jobs? How are changeling foals identified?"

"Foals?"

"You know. umm... baby changelings."

"Oh, you mean larvae," he said. "They don't even get numbers until they've taken the Test."

"What's 'the Test'?"

"Okay, that's enough chit-chat!" interrupted Pinkie Pie. "Don't forget we're trying to run an interrogation here."

"oh, sorry," said Fluttershy meekly. She picked up another feather and awaited orders.

"So..." said Pinkie, snatching off the changeling's blindfold so she could stare intimidatingly into his eyes, "is there anything else you'd like to tell us?"

"I guess not," he replied defiantly.

"You won't say where the other changelings are hiding? the rest of your team, maybe?"

"Never."

"Suit yourself." And suddenly, she was her normal giggly self again, brandishing a feather to tickle the buck out of her captive.

The tickling went on for several minutes, the changeling laughing and howling louder and louder every time a particularly sensitive spot was brushed. The ponies started to notice a change in their victim's nether regions.

"Hey!" said Pinkie Pie. "I have an idea."

"Hm?"

"Let's tickle him down here," she said with a glint in her eye. "I bet it's really sensitive." The stallion jerked and moaned.

"Please," he said. "No more." Fluttershy seemed to actually start noticing the changeling's penis for the first time.

"It looks so... strange," she said, trying not to sound too offensive. "It's nothing like a pony's."

"Yeah, what's all this loose flesh on the end?" asked Pinkie, sliding it back and forth with her hoof.

"Please be careful with that," pleaded the stallion. "It's called a foreskin; it's really sensitive."

"Oh, is it now?" She grinned at him. "So when I do this, does it tickle really bad?" She picked up a new feather and brushed it lightly over the very end of his foreskin. Instantly, he let out a loud moan and closed his eyes. Fluttershy was standing close enough that she could hear his heartbeat increase and noticed with interest that his left hind hoof twitched a little each time Pinkie Pie dragged the feather over that sensitive spot.

"It does!" she giggled delightedly. "Okay, how does this feel?" Smirking, she leaned over and did the same to his scrotum. This caused a soft whine to escape him, and his hoof twitched even more.

"Please stop," he begged. "I don't want this."

"Really?" said Pinkie Pie teasingly. "'Cause it seems to me like you do."

"Not like this... not now." His erection had grown and was now twitching as Pinkie Pie maneuvered the feather to tickle the very tip of his penis. His giggles and moaning greatly amused both of his tormentors, even Fluttershy, who had never, in a million years, dreamed that she would enjoy something like this. She was almost shocked that she did, but now that she was here, she didn't want to stop.

Pinkie Pie was still tickling the poor stallion ferociously when Fluttershy noticed that he was beginning to drip pre-cum.

"Umm... Pinkie," she said, dropping her feather. "I think maybe we should give him a break. We don't want to finish him too soon, do we?"

"What do you mean?" asked the younger pony, reluctantly leaving her post.

"He's getting close to climax," explained the pegasus. "If we let him, he might not be as cooperative."

"Hmm... that's a good idea, Fluttershy. I'm glad you thought of it. Alright, no more tickling his stuff until his excitement has gone down some."

"Please," begged the changeling, breathing heavily. "I want more. I promise I'll be good."

"No," said Fluttershy forcefully. "Not until you talk."

"Tell me," he panted. "What do you need to know."

"Where are the other changelings hiding?" asked Pinkie.

"Please... I can't tell you that."

"If you don't tell us, you don't get to cum."

He whimpered. "I'll tell you something else," he offered. "Just a little bit more. Pleeeease?"

Fluttershy stroked his mane soothingly. "Don't worry," she said. "In a few minutes, we'll be right back at it." She almost forgot that she was supposed to be torturing the creature and had started to develop a soft spot for him.

"Fluttershy, don't forget that we still need to make him talk," Pinkie reminded her.

"Oh yeah... sorry, Mr. Changeling."

"So, what else can you tell us?"

He took a deep breath and slowly let out his frustration.

"Fine," he said. "The place where you captured me was just a mile away from where my team camped last night. Now they're moving to a new location, but I don't know where they'll be going because you caught me before the team leader gave us our orders."

"Likely story," she said.

"It's true."

There was an awkward silence.

"Pinkie, I think he's telling the truth."

"Oh... you sure?"

"positive."

"Oki doki loki!" said the pink pony cheerfully.

"Now do I get more stroking?" asked the stallion eagerly.

"Of course," Fluttershy assured him. "Just a little more to reward you for being honest." She picked up a feather and lightly tickled his balls and the base of his shaft with it. His eyes rolled back, and he chuckled contentedly.

"Okay, Fluttershy, that's enough now," said Pinkie. "Let's get back to the hardcore stuff."

"okay." The picked up their feathers and went back to tormenting their prisoner.

They decided to give him another break after about an hour or so, and by that time he was covered in sweat, and tears were rolling down his face from laughing so hard.

"You guys, please," begged the poor chained creature, "you gotta stop! I can't take this anymore!"

By now, his changeling member had swelled to nearly 150% the size it was when they'd tickled it earlier, and the tip of it seemed to be practically glowing in the colour of the changeling's blood: a lovely shade of turquoise that Fluttershy, quite surprising herself, found very attractive. Although she and Pinkie had promised each other they'd wait for his arousal to go down, she found herself itching to tickle him there again and snuck in a quick, light stroke every now and then. Beads of pre were trickling down his head, most getting trapped by the foreskin, but some escaping and finding their way to his scrotum, where they hung like icicles from a rooftop in winter. Fluttershy didn't want to admit it, but secretly she was enjoying the view and couldn't help making such nice comparisons in her mind.

Pinkie Pie was currently tickling under the prisoner's neck while her pegasus friend got a little adventurous and moved her feather around to his rump, eliciting a whole new volume of screaming laughter.

"Hey!" he managed between laughs. "Is that really necessary? Stop!" He twitched and jerked, trying to get his butt away from her feather, but as he was chained, there was really nowhere he could go, so he gritted his teeth and tried to take it like a stallion.

"You ready to talk yet?" asked Pinkie Pie.

"No please," he said, "I can't."

"We're not stopping until you dooo," she said in a sing-song voice, dragging the feather over his nose and making him sneeze.

"I think I know what he needs now," said Fluttershy boldly from behind him.

"Oh gods, what are you doing?" he said, his worry in his voice and showing on his face. Pinkie Pie stretched her neck around him to see what Fluttershy was doing and burst into giggles herself as she saw the yellow pegasus spreading the changeling's cheeks with her hooves to apply the tickling feather to his sensitive butthole. This was too much for him.

He squirmed and bucked, screaming and laughing and said "Okay! Stop! Please stop; I'll tell you something, I swear! Just please don't tickle there anymore!" She let him go and stepped back to allow him to catch his breath.

"Are you gonna tell us where your hive is?" asked Pinkie again. The changeling gulped nervously, still breathing heavily.

"Please, no... I can't. I can tell you other things, but I can't tell you that." Pinkie signaled to Fluttershy, who moved toward the changeling again, eager to resume tickling him. He quickly stammered, "There are changelings hiding out in Ponyville! I'll tell you where you can find some of them; please don't tickle my butt anymore!"

"Good, good," said Fluttershy gently, gently rubbing the feather on his balls. "As long as you're talking, you can have some fun. Who are they?"

He took a deep breath, savoring the pleasant stimulation, and continued, "That stallion who owns the flower shop down the street... he's actually a changeling. We went to school together."

"Go on," said Pinkie, scribbling in a notebook that she seemed to have pulled out of nowhere.

"Okay, uhh... There are some changlings who hang out at the bowling alley. They change their disguises each day, but the're always standing in the same place, over by the concession stand. I don't know any of them, but I've heard they take their orders directly from the queen."

"Very good... anypony else?"

The changeling hesitated. "The mare who sells carrots in the market... she's a changeling too. She's... she's the leader of my team."

"That all?"

"Yes." He hung his head in shame, knowing he'd betrayed his people but also not willing to accept the alternative.

"See," said Fluttershy, still stroking him, "that wasn't so hard. Now you get to rest for a while, and I'll keep doing this until you start to get close again."

The changeling said nothing, but after a little more stroking, he was moaning contentedly again and seemed to have forgotten about his betrayal for the time being. Fluttershy smiled and enjoyed his enjoyment, secretly hoping that he'd tell Pinkie what she wanted to know soon... partially because the information was important, but more because she wanted to let him cum.

The yellow pegasus stroked and stroked, slowly dragging the feather from base to tip and then back down again, sometimes circling around it. Remembering what Pinkie Pie had done earlier, she copied her friend's action and used her hooves to gently slide the foreskin back and forth over the head of the creature's penis. He sighed, moaned, and giggled softly at each new thing she tried, most of the time keeping his eyes closed or half-lidded with his irises rolled back. She could feel his heart beating loudly, and his breathing was heavy and uneven. Sometimes he took long, slow breaths, and sometimes he seemed about to hyperventilate. Grinning mischievously, Fluttershy motioned for Pinkie to join her again, this time rubbing his balls while the older one took care of the shaft and head. Pinkie Pie had lots of fun jerking the feather quickly back and forth over the sensitive flesh, giggling as his leg twitched uncontrollably. When he began jerking his hips back and forth uncontrollably, the mares knew he was close to orgasming and reluctantly pulled away, but Fluttershy planted a quick kiss at the base of the changeling's shaft when the other pony wasn't looking.

He whined and tossed his head back. "Come oooonn!" he said. "Can't you please let me? Please?"

"Not until you spill the beans!" said Pinkie sternly. The changeling grunted in frustration and pulled at his chains furiously but could not escape. Finally, he gave up and just let his body hang limp, panting.

"Just tell us where your hive is," Fluttershy begged him in her gentle, cooing voice. "That's all you have to do. Surely it can't be so hard."

The changeling squeezed his eyes shut and tried to block out everything, but it was no use. He couldn't ignore the gentle stroking of her hoof on the back of his neck or the soothing sound of her voice.

"Please don't make me tell you," he whispered hoarsly. "Please... I can't. I can't betray my people like that." He was almost in tears.

The two mares looked at each other, unsure of what to do, and retreated to the other side of the room for a private conversation. As many changeling interrogations as they'd witnessed and been part of, neither of them had ever seen a changeling cry. It was a startling realization that a creature so different from them could have the same emotions and weaknesses as a pony. Fluttershy chewed her bottom lip and lay her ears back sadly; she didn't know what to think or feel or do. Pinkie Pie was more firm.

"Fluttershy, we can't let up on him," she said. "He's got to tell us where his hive is."

"I know. It's just... don't you feel sorry for him? Couldn't we just let him relax for a little while? Maybe he would be so grateful, he'd tell us all we need to know."

"Of course he won't. He's a changeling. They don't do that kind of thing."

"Well, yeah, but... I just thought that... uhmm... nevermind." The pegasus hung her head low and again began to paw at the ground. She kept sneaking glances over at the captive changeling and wondered if he would ever cooperate. If he didn't, would Pinkie Pie just keep him locked up in her basement forever? Fluttershy wondered...

"Come on, " Pinkie Pie said. "Let's get back to work. The more we tease him, the more desperate he'll be. He'll have to talk eventually."

"oh... okay," said Fluttershy softly. She didn't want to hurt him anymore. At first, she had been afraid of the changeling, and then she had thought of him as just an enemy prisoner from whom she needed information, but now she was starting to see him as a helpless creature that needed her love, and she couldn't get rid of that feeling. Still, she couldn't let anypony else know that. They might think she was a traitor if she didn't finish this interrogation. So she followed Pinkie Pie back over to where the immobile changeling hung, picked up a feather, and began again.

---

The memories were too painful. Did these mares not realize what they were doing to him? Of course not... Ponies will never understand changelings, he thought. All they can see when they look at me is a monster. They won't even stop to think about our motives or consider the fact that I need their love to survive... If a changeling starves to death, does a pony even feel a bit remorseful? Of course not... All he could think about was the devastation to his people caused by famine and war. He didn't even want to think about what happened to the queen.... No! He blocked the memory from his mind. He would not dwell on the past. Instead, he focused his thoughts on what he and his team were doing now: searching for new places to hide and new sources of food for their changeling brethren.

Except he wasn't doing his job. He was here, in this pony's basement, with a raging boner and a cute pegasus about to tickle it with a feather. He could not betray his people again, but... his hormones were making it so difficult to think clearly. He wanted relief from this pressure so badly, he wasn't sure he could refuse another opportunity.

He hated himself.

"Are you going to talk this time?" she said gently. He clenched his jaw and said nothing. The yellow pegasus unfurled her right wing and began using her own feathers to stroke his extremely sensitive meat. It nearly drove him insane with pleasure and desire. "I know you want this really badly. Why don't you just tell us so you can have it?" He whined and concentrated on keeping his eyes and mouth shut tightly. "Please won't you tell us?" He shook his head no. "Please?"

This last "please" was accompanied by a particularly tickling stroke that covered his entire penis with soft feathers at once. He couldn't keep it in any longer.

"There is no hive!" he cried. "It was destroyed, okay? Are you happy now? The changelings are completely exposed with nothing left of our military, and now you ponies know how vulnerable we are. I've told you what you want to hear; please, stop torturing me!"

The ponies were shocked and looked at each other for guidance. They both just looked back at the changeling, as if waiting for more.

"How do we know you're telling the truth?" asked Pinkie Pie.

He looked at her through tear-filled eyes and said "Why would I lie about that?"

"I'm so sorry," said Fluttershy. "We didn't know."

"I know you didn't," he said, "and I wish I hadn't told you. I really hope it was worth it..." The changeling once again hung his head in shame, his ears laying flat against his skull, and he allowed the tears to escape silently.

"Please don't cry, Mr. Changeling," begged Fluttershy. "We didn't want to hurt you; it's just, we had to know. I'm sure once the princess hears about your situation, she'll be kind to you." She attempted to comfort him, but it was awkward with him being chained. "Pinkie, can't we unchain him now?"

"Oh.... okay," the pink pony agreed. "You get the chains off; I'll lock the door."

"Okay."

Soon the two ponies were sitting on the floor beside the changeling, nuzzling him gently and trying to comfort him.

Fluttershy resumed stroking his stallionhood with her wing, speaking to him softly as she did. "You like this, don't you?"

The changeling sighed. As terrible as he felt inside, he could not deny that she made him feel good. He closed his eyes and whispered "yes." She continued, smiling sweetly at him, trying everything to make him happy. He lay on his back and spread his legs slightly to give her more access to his organ, and she shifted her position as well to accommodate him.

"Mmm..." he moaned softly with his eyes closed and a small smile on his lips. He was finally starting to get into the mood for this. She rubbed him gently with her hoof the way she had before, and his moaning increased.

Pinkie Pie sat and watched, an amused smile on her face. She was finally starting to pick up on the emotions emanating from her pegasus friend. At the start of the day, her friend had wanted nothing more than to be as far away from this changeling as possible, and now, several hours later, she couldn't get enough of his presence. It was clear that Fluttershy had developed an emotional attachment to this creature, and Pinkie wasn't about to disrupt that. She knew she could never tell anypony else, but she vowed she would respect her friend's feelings and help her out in any way possible.

When the changeling started to giggle and twitch again, Fluttershy knew it was almost time.

"You want this?" she asked.

"Yes!" he said. "I want it. Please." He was panting and smiling like an idiot, and she did not stop until he spurted.

Changeling semen covered his chest and belly. Some of it got on the floor,and some of it got on Fluttershy. He felt so relieved, he couldn't help but laugh, and Fluttershy joined in. She lay on the floor beside him, and they both stared up at the ceiling, just listening to their own heartbeats. Once the changeling had finally regained his breath, he turned toward his former tormentor.

"Umm... Fluttershy?"

"Hm?" She turned her head to look at him.

"I just, uhh..." She could tell he was blushing, the sides of his face turning a calming shade of turquoise. Fluttershy couldn't help but smile. "Thanks," he said finally.

"It was no trouble," she said in her usual quiet, sweet voice.

The two ponies and their changeling prisoner sat together in a comfortable silence for a while, until finally, Pinkie Pie stood up.

"Well," she said, "I guess it's time for me to get back to work," and with that she hopped away cheerfully.

"Oh, I just remembered," said Fluttershy. "I have animals to feed. I have to go too." She trotted to the top of the stairs but stopped at the door and looked back down at the changeling. "I'm not sure what's supposed to happen to you now," she said to him, "but... maybe I'll see you again."

"Maybe," he replied sleepily.

"I'm sorry I have to lock you in here. I hope you understand."

"It's okay," he said. "It's pretty comfortable down here, even if it is a prison."

"Well, umm... bye."

"Bye."

Fluttershy exited the basement, closing and locking the door behind her, and she left the Sugarcube Corner, walking ever so slowly back to her own cottage.