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Do you know what true fear is? True fear is when you face a dragon alone, or that moment when you lose your balance on the lip of a volcano. It is also when you stand before the entrance to Hot Trots, the finest burlesque club in Equestria, with a stallion nearly twice your size glaring you down like he wants to eat you. This is the position Zeran finds herself in. She was a simple mare from the east, the stripes and sigils of her kind the only distinguishing marks upon her. She was no master alchemist, nor famed shaman. No, she was not even particularly adept at travel. She had not come from the land of Zebrica, as she was born and raised among the ponies of Neigh Orleans. This she explained to the bouncer, whose response was as simple as the mare before him.

"Why do I care?" He stared down at the purple eyed zebra stoically.

"Umm... Well, was hoping to go in? I'd... like a job, if you don't mind." Her voice was thick with the accent of her home, tinged with a slight rising canter, as if she were speaking in verse. The large stallion, a gray Earth Pony with a strange stoicism about him, continued to stand unmoving before the door. He stared at her for a few moments, then stepped aside without a word and pushed open the door with a hind leg. "Oh, thank you!" The mare rushed through the opened door, gaining a nod and a very faint smile in return. As it shut behind her, she found what could only be described as temptation given form. The floor was covered in a soft red carpet, matching the velvet that covered the walls and ceiling. A trio of chandeliers spread across the ceiling, illuminating the astounding number of ponies in the huge room. It was certainly bigger on the inside, a parlor taking up most of the left side of the room, a full casino covering the rest. Along the wall opposite the entrance was a bar staffed by three ponies, two of them rushing to meet the demands of the twenty or so ponies currently seated there, the lone stallion taking his time. The club was buzzing with activity, nopony sat still or quiet for long before being approached or offered a drink. Zeran gaped for a moment, overcome by the atmosphere alone. That is, until she is walked into by a rather saucy looking mare distracted by the stallion following her. She sheepishly scuttles away, stopping in the middle of the room when she realized she has absolutely no clue where she was going. Unconvinced that she'd find directions in the parlor or casino, she trotted a little too quickly toward the bar. She drew a few more stares than she was used to, having tripped over a discarded bottle and gotten intimate with the floor, leaving her with a slightly pinker muzzle than usual when she sat down at the bar. The stallion finished mixing a drink for the rather intimate couple next to her before turning to her, leaning against the bar.

"What're ya havin'? Heh, always wanted to say that." He chuckled to himself, his voice standing out as being incredibly suave despite seeming to put no effort into it. It was with a slightly pinker face than before that she answered.

"O-Oh, I was hoping to... apply for a job, if there’s an opening. Is that okay?" She stumbled a bit over her words, having scanned the list of drinks on the bar itself. "Umm... Can I have a Black Widow?"

"Brave mare." The stallion leaned to the side, a bottle floating past his head and down the bar. He ducked under the bar, returning with a shot glass full of a strange black liquid, a cherry floating on top. He slides it the short distance between them, walking a little way down the bar to the next patron. Zeran stared hard at the glass for a moment before popping the cherry into her mouth, surprised by the extremely sweet taste. She downed the glass, licking her lips when she gestured to the bartender.

"Umm, can I have another? That was really good." The stallion chuckled to himself, nudging aside her glass.

"Give it a second to kick in." As if on cue, Zeran's head hit the table. "Yup, tastes so sweet, but a surprise that'll leave you hurting in the morning." He poked the zebra, gesturing into the air and toward her. A mare in a maid uniform arrived to retrieve her, pulling the unconscious zebra onto her back and carrying her toward the stairs.

Zeran emerged from her room the next morning having already thrown up and with an impressive hangover. She wandered around the floor for a while, pleasantly surprised to find herself below ground. Eventually she found the showers, and found herself feeling significantly better after cleaning herself up. After a hot shower that was probably longer than necessary, she left the shower room alongside a light red earth pony mare, apparently a regular here. The change was jarring, now that she was alone with somepony she was almost a different zebra: confident, talkative, and even flirtatious. Her stride carried a newfound confidence, and even the way she sized up the mare next to her was different.

"So you're the famous model Precious Petal?"

"You'd better believe it! I come by here every so often on vacation, but we're actually here on a photo shoot now. I'm not going to complain about coming here, it's beautiful. The stallions aren't that bad looking either." Their laughter echoed through the nearly empty hallways, most ponies not awake yet. A maid trotted past them, a chocolate brown mare with a curly caramel mane. Zeran turned back, her short cropped mane blowing in the bizarre breeze, to regard the maid. Petal saw her stare and smirked, nudging Zeran's side. "The maids are cute, but aren't offering. There's a mare, Lotus, who might fit your tastes though." Zeran's blush went mostly ignored, by her at least.

"No, no, I don't like to pay for one night stands. Breakfast and a memorable night are enough." Petal bit back a squeak of surprise from the sudden repayment of her earlier nudge. She rubbed her side as they walked, catching a glance from Zeran.

"Did you just check me out?"

"N-No, of course not." Her blush deepened as she looked away from the other mare.

"I'm pretty good at catching peeks you know, I get them a lot." A smirk spread across her muzzle.

"Y-You're a model... Sorry if I think you're... cute." Her fascination with the wall continued, broken when she felt Petal's flank bump her own. "Eep!"

"I'm cute? Filly, if you were any cuter I'd need insulin, but thanks for the compliment."

"Sorry... You're welcome, but I'm not that cute..." Her speech got a bit shakier as her embarrassment grew, finally glancing back over to Petal. To say she was surprised by the half lidded stare she was getting from the other mare was an understatement.

"You're a very cute mare Zeran, I'd know. Don't tell yourself otherwise, lying to somepony isn't very nice." The distance between them closed another inch, leaving the two walking nearly flank to flank. The zebra stopped in her tracks, putting the stare and tone of voice together, but a bit afraid to voice her revelation. "You should be a model yourself, I'm sure the public would love a cute zebra like you." Zeran found herself pressed against the wall, Petal against her side with her head against her own to whisper into her ear.

"I-I-I'm just a simple Alchemist, I..." The stammering and crimson blush covering her face would have revealed her embarrassment to the most oblivious pony, which Petal was not. She stepped away from Zeran's side, turning back the way they came. Impossible to be mistaken for an accident, her tail ran up the length of Zeran's neck and muzzle, leaving her chin with a flick as she started back the way they came.

"I've got a camera in my room... How about I prove how cute you can be?" The seductive tone left nothing vague about her intentions. Zeran's hesitation lasted until Petal's tail had whipped around the corner, breaking as she galloped after the other mare.

It wasn't until a three hours later that Precious Petal exited her room bearing a smile and a sway in her step. Her new friend would be indisposed for the rest of the day, and shouldn't remember what had happened, or worry too much about missing anything. She had seen to that. She settled into her signature sexy stride, clear evidence of time on the runway, as she mounted the stairs to the parlor. She had somepony to find, and some questions to ask before checking back in on the mare she left behind. You don't keep friends long unless you treat them as well as their rarity deserves.

Hours later Zeran emerged from Petal's room, having made sure her new friend was nice and happy before she left. The Platinum Card she had borrowed from Petal's room was clenched between her teeth as she trotted down the hall. She wore a few gold rings on her legs, traditional among Zebras, and not much else. She had pulled some strings with Petal, and with this card getting her deeper into the building, she was on her way to an appointment with the Crimson Countess herself. She wore her saddlebags, which held her meager possessions, in case the Countess wanted a demonstration of her abilities. If it came down to it, she had a trump card. These worries and more slowed her stride the further she got. A rather large Pegasus stallion glanced down at her in the hallway, spotting the card, and gave her a wide grin.

"She's waiting for you, don't be late." She followed his gesture, stopping in front of the heavy double doors. She thought she caught him say "for your sake," though by the time she turned to question it he was gone. So she turned back to the doors, hesitant to open them but knowing she must. She bought some time by tucking the Platinum Card safely in her tail, and with nothing else to delay the inevitable she knocked on the thick wood.

"Enter." Zeran gulped at the response, her heart pounding as she slowly pushed one of the doors open. A surprisingly large room greeted her, most furnishings matching it's owner's title. The wooden floor clacked under her hooves as she cautiously did as ordered. Laying upon the abnormally large bed was a Unicorn mare, her midnight black coat contrasting with the blankets nearly as fiery red as her mane. She wore a tight fitted gray corset with a lace frill near the flanks, the collar covering her neck. A band covered most of her horn, sharpened to an intimidating point, and she wore a pair of emerald earrings. Her left forehoof was even covered in a lace sock held in place by a band of pearls. In comparison to the lounging mare, Zeran felt positively naked under the Countess' piercing emerald stare. “Awake I see? How delightful. You do know it is proper to meet the royalty and pay your respects first and foremost?” Zeran flinched, breaking eye contact and staring at the floor.

“Y-Yes Ma’am. I-I’m sorry Ma’am. I… made a mistake. It’s a… pleasure to present myself to you, Countess.” She bowed low, trying to will her heart to slow.

“Hmm, turn around for me Sugar. Let me see why Petal has kept you to herself for so long.” The Countess twirled a hoof in the air lazily, a devilish smirk appearing on her face at Zeran’s surprise.

“C-Countess?” Her voice was tinged with surprise, and she raised up out of the bow. A bit of fear was evident in her eyes.

“Now now, it’s not nice to keep the Countess waiting.” Sanguine raises a brow at Zeran, her hoof falling to tap at her other foreleg impatiently. The Alchemist hesitated for a moment more, her muzzle tinged light pink as she turned in place. She stopped facing away from the Countess, her embarrassment growing by the second. “A lovely plot indeed, I can see why Petal would want to keep you to herself. Petal’s famous for her looks and modeling skills, but you apparently made her very interested indeed.” Zeran’s blush deepened further, her face starting to approach the same color as the walls.

“I-I…” She started to turn back toward the Countess, stuttering as she attempted to focus on why she was here in the first place. “I would like a-a job in t-town if you’ll have m-me…”

“Most of my workers enjoy working in private places. Oooo, working in public is just scandalous.” Sanguine’s voice dances on silk. “What would you possibly do in town, that you can’t simply do to me right here?” The Countess’s grin is slight but just enough to get her point across. Zeran’s blush covered most of her face by this point, deep crimson standing out against her stripes. She instinctively took a step back, as if she were contemplating turning tail and fleeing. But she didn’t, not now. She’s too close to her goals to back out now, as she told herself taking a step forward.

“I… am an Alchemist. I want to-to set up an alchemy service in town, if you’ll allow me.”

“MMmm an alchemist you say, What elixirs can you make to sate my taste, what salves do you have to sooth me, what concoctions do you craft to make me cringe alchemist?”

“I have my re-recipe books right here. I’m… just an apprentice, but I’m still an Alchemist. I made a p-pill that helps so-somepony recover from exertion for Petal this morning. I-I-If you want a demonstration, I have my tools...” She touches her saddlebags with a hoof, attempting to focus and not doing very well. The Countess’ reputation was well deserved, she hadn’t ever been this flustered and nervous before.

“Well I will need you to go to work in many ways Sweet Flank, I guess what they say about tools being a Zebra’s best friend are true though.” The Countess’s grin becomes a full blown smirk at this point. Zeran’s prior courage shattered, leaving her to stare uncomprehending for a moment. She started to recover, finding herself sitting down without remembering doing so.

“I’m not v-very good a-at… much else be-besides a-alchemy.” She looks down, her hopes falling quickly. If she couldn’t work with alchemy… she’d have to use her trump card.

“One who is not good at much just has not explored everything they can do yet.” The Countess runs a hoof from the base of her neck slowly down her body as she speaks. “I am sure with some deep exploration you’ll find that you’re a very talented young zebra. Now show me some talent, I’m growing bored and no one likes a bored Countess.” A small frown replaced her smirk, leaving Zeran to start to panic.

“P-Please, I… I can do something impressive! J-Just give me a moment please! I promise it won’t explode!” She begged, dropping her bags on the ground behind her and opening them. She started to rummage through them, removing a pair of large leather bound tomes. One was chosen and opened, flipped to near the end, and read from as Zeran started to remove items from her other bag. A mortar and pestle, a trio of bags of plants, and a single black pebble that shined in the low light like chitin. She referenced the open book multiple times as she worked, grinding a pinch of each of the herbs together into a fine powder. She placed the black pebble in the middle of the small pile, crushing it underhoof with some effort. Finally she gathered the small pile of broken rock and herbs together in a strange square leaf she removed from her bag, folding the little pill together. “I-If I take this, I-I can c-change into somepony else. It’s… It only works for me…” She held the small pill up for the Countess to see.

“Somepony else you say…..I question how it only works for you alone. If it does work like you say, hmm... Do you have one of those exertion pills handy as well?” Zeran dug around in her bag again, taking out a small bottle of orange tablets.

“I-It’s unique because… I’m a half breed. My father was a Zebra… He said my mother was an Earth Pony. I-I promise it works! I-If you have somepony you wa-want to see, I-I can do it from a picture!” She puts the bottle of pills on the floor in front of her. “T-these are addictive, and n-need to be taken with water, but t-they work. They’ll make you st-stronger than you can be on your own, and until they w-wear off you’ll feel much better…” She scoots the bottle forward with a hoof. “P-Please take them, if you want them.”

“Then imitate myself. I want a perfect replica of myself standing before me. Even a single detail out of place and you shall be punished for it.” Zeran nodded immediately, then froze for a second.

“Umm… Countess, I-I need to… inspect you to get an… exact mimicry. I… don’t think I can get it exact, and I can’t quite copy clothes…” She taps at the wood with her empty hoof, placing the pill between her teeth. She started to remove her rings, placing them carefully atop her recipe books.

“Then I guess you’re just going to have to strip me slowly and explore every inch. Like I said, if even a single detail is out of place you shall be punished.” Her smirk finally returned at Zeran’s shocked expression, almost swallowing the pill by accident. She put it on her bag for safekeeping as she very slowly approached the bed. She had to admit to herself, the Countess was certainly alluring. Something felt off to her, a sense of something out of place. The Countess was hiding something, the feeling of satisfaction radiating off her alluding to that as she was undressed. If she hadn’t already been blushing heavily, she would have been once the Countess rolled over to give her access to the corset strings, arching her back as they were loosened. Zeran lacked the magic of the Unicorn Tribe, and so was forced to use her teeth, nearly jumping out of her skin when the Countess’ tail brushed up against her side. The Countess’ tail stroked along Zeran’s neck and muzzle in a strangely similar way to how Petal’s had earlier that morning as her corset was removed. The rather flustered zebra found herself staring directly at the Countess’ flank as she stood to move onto the next thing, the Countess wrapping her tail behind Zeran’s head. As it turns out the Countess has surprising dexterity with her tail, as she gently caressed the other mare’s cheek. “No getting fresh back there… yet~” She shocked the frozen zebra out of her stupor with a quick slap to the face as her tail retreated. Zeran was left speechless, but moved with a bit less hesitation as she removed the other mare’s sock. The darker mare moaned softly as the band was removed from her horn, Zeran not daring to remove her earrings.

And then came the hard part, the inspection. Usually a bit of error was allowed, and she was used to working from a glance, so it didn’t take long for her to get an idea of what to do. Still, she took a bit longer than required to memorize the Countess’ body, her heart pounding. A fact not helped by how the Countess was attempting to… help matters along, by posing and moaning softly at her every touch. The Countess’ tail was just as active, never leaving Zeran’s body for more than a second. Needless to say, when she stepped back to retrieve her pill she was panting softly and more than a little distracted. She held the pill between her teeth, attempting to calm herself down before doing this.

“Hurry up now, you have already kept me waiting for so looooong. mmmmMMmmm I want some excitement.” The countess’s body arching with every syllable, one of her hooves passing over her mouth as she looks back at Zeran making sure her flank is primarily pointing toward Zeran.

Zeran caught the pill with her tongue, swallowing it dry. Her nervous smile melted away, replaced with a smirk identical to the Countess’ as her voice shifted as well, trading nervousness for velvet. If one looked closely, they might see her eyes flash teal for a moment.

“You don’t have to wait any more. Pay attention now, you’ll miss the fun part.” She felt a familiar warmth spread through her body, her smirk becoming predatory as sickly blue flames spread up her body from her hooves. Where they passed, Zeran was changed. She became taller, a bit curvier. Her striped coat was replaced with midnight black, her now crimson mane and tail longer. The flames finished their work, extinguishing on the tip of her new needle sharp horn. She opened her eyes, emerald gaze sweeping over her own body as she turned and inspected herself. Even the way she stood was different, a kind of seductive confidence infusing her every movement. “Quite the view, don’t you agree?” The clone of the Countess said, even her voice identical. Zeran’s old Neigh Orleans accent was nowhere to be heard, instead replaced by the Countess’ suave seductiveness. She finally turned her attention from her own body, turning her attention to her doppelganger on the bed, half lidded stare matching her slowly swaying tail.

“MMmm don’t you look delicious?” The Countess rises to catch her doppelganger's neck, pulling her into a rough kiss before forcing her onto the bed, “Now the real test begins doesn’t it?” She levitates out two of the orange pills and some alcohol, forcing a pill into the clone’s mouth and placing one in her own washed down with whiskey. The other her wrapped a hoof around her neck, pulling her to the bed and catching the whiskey bottle in her own magic, downing her own pill with a swig from the bottle. “Yes, it does. I hope you’re ready, I’m not one to stop.” One of the Countesses wrapped her hooves around her twin's neck, pulling her into a rough kiss as a burst of strength and energy filled them. One of them licked her lips, a momentary predatory grin the only difference visible. Tonight was going to be a long night indeed.

By morning Zeran had created another pill, turning back into a zebra in spectacular fashion. She left the Countess’ room physically exhausted, but after a night like that she felt better than she had in weeks. The Countess was many things, and passionate was near the top of the list. It wasn’t often that she had nights like that, coming here was a wonderful idea. The Countess was nearly as pleased it seemed, as she had granted Zeran a small building in town to use as an Alchemy shop, and even an apprenticeship under the bartender. She claimed that the bartender, High Roller, had picked up a bit of alchemy before coming to Hot Trots. She wasn’t one to turn down a competent teacher, but the payment was a bit less than preferable for most. She actually relished the chance to work as an escort a few days a week, an excuse to be near ponies like that was very useful indeed. She thought over this, and other things, on her way back downstairs. She had one more loose end to tie up.

“So sorry I left you alone for so long. Can you forgive me Petal?” The door opened at a touch, revealing nothing through the darkness. A muffled moan came from the bed, Zeran’s mouth spreading into a wide smirk. “Oh, thank you so much. I don’t know what I’d do if you couldn’t forgive me.” The door closed behind her, plunging the room into darkness once more. The muffled moans turned to panic as a candle was lit, illuminating the room. Zeran stood next to the bed, staring lovingly at Precious Petal. The other mare was slightly indisposed however, being stuck to the bed by a thick layer of sticky half translucent teal goop. She struggled as Zeran petted her head, the goo covering most of her body up to her nose. “I’m sorry about leaving you tied up all night, did you get any sleep? Here, let’s get you out of there.” She crawled onto the bed, laying face to face with Petal. An evil grin spread across her face as brilliant blue flames ignited at her hooves, burning up her body to leave a strange black creature in the Zebra’s place. It’s body was covered in a black carapace, a thick teal chitin plate on it’s back that spread slightly to reveal insectoid wings covered in holes. The creature’s legs had similar holes in them, as did the gnarled black unicorn-like horn sprouting from under a ragged navy mane. It wasn’t very large, about average for her species, but it didn’t have to be for it’s solid teal eyes to elicit a muffled shriek of absolute terror from Petal. The Changeling lay there, it’s predatory grin all the more sinister with fangs. Had Precious Petal known anything of Changelings, she might have recognized that this one was different from the average soldier, it’s natural form having changed from it’s more insectoid kin. “Please calm down, I just want you to remember this face. Because soon… Soon enough you’ll be mine. Remember this face, and nothing else, so it may return in your sweetest dreams. Now, lay still and forget.” It cooed, it’s… no, her voice sounding like somepony had distorted Zeran’s. Even the accent stayed, a last twisted connection between the Zebra disguise and her true shape. Her horn glowed with a sickly teal light, fueled by the passion she had stolen from the Countess, as she lowered it to Petal’s forehead. The mare’s muffled scream turning into a dizzy moan as she lost consciousness. The Changeling then scooted closer, whispering in Petal’s ear before biting into the sticky goop and tearing it away, swallowing the strange substance. Soon the mare was freed, and tucked into bed. The Changeling was once more engulfed in blue flames, leaving the room as Zeran once more. She claimed the red mare as her own, as every Swarm Queen must start with a supply of fresh food for her swarm. The model would do nicely, for a start. In Precious Petal’s uneasy sleep, a distorted sentence echoed. “You belong to Compound, your new Queen.”