Vinyl stumbled out of the back door of the night club a few hours before sunrise. She had finished her performance in Ponyville and spent the rest of the night getting hammered with fans. Everything had gone according to plan, until it didn’t. After one shot of vodka too many, her stomach threw in the towel.

She retched up the contents of her stomach onto the pavement behind the bar. The filthy alleyway was still dark, and Vinyl felt her hoof step in something warm. “Great, slipping around in my own vomit.”

It took a minute for her stomach to settle down, and Vinyl tried to kick the slimy vomit off her hoof. She felt the vomit stretch and splatter, but stayed stuck to her hoof. Shaking harder didn’t work and her hoof landed with a wet plop back on the ground.

Vinyl realized she was having a crisis with a puddle of vomit and chuckled. Her throat was still hoarse, and it was time to go to bed before the sun came up. She turned to leave and took a step forward. Her left forehoof remained anchored in the ooze.

“The hell kind of vomit is this?” She levitated her sunglasses up, dropping them due to her drunkenness. Vinyl saw a green puddle far larger than she could have vomited up. Her sunglasses began to bubble and vanish into the puddle. “Whoa, I had a lot more to drink then I thought.”

Warmth crawled up her right forehoof and she realized it had stepped into the ooze also. The blob had already climbed halfway up her left leg, and she reared back, trying to break it off. The blob stretched with her up into the air, building tension, and then pulled her back to the pavement like a rubber band.

“Oomph!” Vinyl shook her head after having the wind knocked out of her. She was now laying on her belly in the ooze, feeling the sticky substance now encasing her hind legs too. “Remind me to never challenge Dash to a drinking contest. Octavia’s gonna be pissed if I come home covered in all this gunk.”

She looked around wondering if anypony was around to hear her talking to herself. At least they would be able to rescue her from her puddle of oddly-sticky monster-vomit. Vinyl felt the ooze starting to slide up her back sending shivers down her spine.

A numb tingling was spreading across her skin. Vinyl struggled to get to her hooves, but with all the extra ooze covering her she was unable to budge an inch. The numbness was quickly turning to a burning, like rubbing alcohol when cleaning a cut.

“Gah! Ouch!” She squirmed as her skin felt like it was being lit on fire, burning quickly until the nerves fried and her skin went numb again. “Help!” she screamed. “Somepony! I think my vomit is eating me!”

Vinyl took a deep breath and prepared to scream again when the ooze that had been climbing up her neck entered her mouth. It expanded quickly, sticking to the roof, her tongue, and cheeks. As her tongue began to dissolve and burn, Vinyl screamed even louder. The muffled shout barely reached her own ears.

The blob had completely encased her back and was creeping up her ears. It poured into her nose and began to run down her throat. Vinyl gasped, inhaling more of the ooze, and began to panic. Instead of suffocating, she felt her lungs expand and contract as if she were still breathing in the air.

The burning over every inch of her skin was fading, replaced by the numbness. Aches and pains shot through her bones as the ooze penetrated deeper into her. Endorphins flooded her brain, attempting to dull the pain. They overwhelmed her senses to the point she believed the pain had turned to pleasure. Her mind withdrew further attempting to protect itself and stay conscious.

Vinyl squirmed as the blob forced its way into her marehood and ass. She could feel heartburn and something like stomach acid burning in her stomach. Her intestines were filling up and felt like they were being sandwiched in a hot grill. Her aching pussy became so painful they overwhelmed the defenses of her mind, bringing her to an unnatural orgasm.

She could barely whimper now as her vocal chords had been digested. All of her skin had dissolved, allowing the ooze to absorb her internal organs. Veins burst and muscles broke down as the ooze dissolved her from inside and out.

One last spasm racked her body as she passed out. Her muscles liquefied and her brain shut down.

Twilight heard a pony knocking at the door and went to open it. She saw Soarin in his Wonderbolt suit outside the door. “Soarin? What brings you to Ponyville?”

“Princess, I was hoping you could help me find Spitfire.”

“Come in, and it’s just Twilight.” She went over to her table and poured him a cup of tea. He sat down and sipped the tea while she took a seat. “If you’re looking for Spitfire, I haven’t seen her in town.”

“Have you heard about Cloudsdale?”

“Cadance told me dragons had been attacking and eating ponies. They didn’t harass the pegasus cities, did they?” Twilight asked.

Soarin frowned and looked down, sighing. “Cloudsdale is gone. What is left in the air has been abandoned, and the other cloud cities have all been evacuated or hit.”

“This is horrible.”

“Yeah, and the Wonderbolts were supposed to meet Spitfire here in Ponyville after the evacuation.”

“Did she say why?”

“No, but I assumed it was to report to Canterlot. I figure Celestia should have recalled the Wonderbolts to active duty by now,” Soarin explained.

“You’re right, we need to activate the reserves and start mobilizing ponies to defend ourselves.”

Soarin lifted an eyebrow. “Did something happen to Celestia?”

Twilight sighed. “With Spitfire gone, you’re in charge, correct?”

“Yeah, I would be.”

“Consider your team recalled to active duty to patrol the skies around Ponyville. The hotel has been converted to a barracks for the town guard. Celestia and Luna are. . . missing, assumed to be out negotiating with our allies or trying to find terms for peace. Cadance and I are the rulers of Equestria now.”

Soarin leaned back in his chair, his eyes wide in shock. “Whoa. You hear about things like this, but never think they could actually happen. I thought Celestia was powerful enough to prevent the predatory species from eating ponies.”

“There’s only so much she could do, apparently—”

“Twilight, who is our guest?” Blue Blood asked.

As he walked into the room, Twilight rolled her eyes then turned to address him. “Soarin, acting Captain of the Wonderbolts. II was just recalling him to duty and telling him about Celestia.”

“You told him?” Blue Blood huffed. “How can you be so careless? We were not to tell any of these commoners that Celestia was last seen negotiating with the dragons!”

“This is my home, and I am your Princess! If I choose to tell a captain in the Equestrian Air For—”

Blue Blood spoke up more loudly. “You tell them what they need to know! Honestly, how could you women possibly rule Equestria without the help of us nobles?”

“I won’t have you speak down to me in front of guests!”

“I uh. . . better report to the barracks,” Soarin said. He got up to leave.

“Excuse me! Where is your Princess’ salute? Why aren’t you at attention? Are they that desperate in the reserves that they let any alcoholic with a pair of wings in?”

Soarin turned and opened his mouth to retort, and saw Twilight shaking her head. “Blue Blood, he’s been on active duty less than five minutes. Formalities aren’t going to save my citizens. You’re excused, Soarin. Enlist aid from Dash and the weather team to help you patrol Ponyville. Let Dash remain in command of her own civilian teams.”

“Yes ma’am.” Soarin glared at Blue Blood, then turned and left. He slammed the door behind him.

“The nerve of these commoners! Honestly, I don’t know why you insisted on living in this backwards town,” Blue Blood scolded.

“This town is my home and my friends live here! If you’ll recall, our marriage was arranged and I can dissolve it just as easily if you’re going to bicker and argue while ponies are dying out there. Spitfire missing, Derpy didn’t show up to work, and Scootaloo missing class. Did you even bother going to town hall this morning? Mayor Mare has taken two dozen more reports of missing ponies, including the skeleton of a unicorn found devoid of flesh in an alleyway!”

Blue Blood took a couple deep breaths and calmed down slightly. “You are right. As nobility now I have not shown you all the proper respect, and yet, your disdain for the noble class is more obvious than your wings. Were this country not on the brink of destruction, I’d send word to the noble families of your disrespect and have you dethroned.”

Twilight bit her lip and was seriously considering banishing him to the moon. However, he was right about one thing. Cadance and Twilight needed the noble families, their money, and their influence to keep ponies safe. Every mansion had guards, months of food stockpiled, and the bits to fully arm and armor hundreds of ponies.

“I’m sorry, honey.” She nearly choked on the words but was able to hide that fact with her poker face. “I think we’re both under a lot of stress.”

“Your apology is accepted, this time.” Blue Blood turned around and went back to the basement where Twilight had set up a private study for him.

I’m not sure I can handle this much stress, Twilight thought. I really need Celestia. I’ll send word to Cadance and check on my friends, maybe that’ll help with my stress.

Pinkie rolled over in bed as the bright sunlight tried to wake her up from sleep. She cracked an eye open and guessed it must be nearly noon already. Her stomach gurgled, and Pinkie started to massage it with both hands.

It had gone down to its normal size, though perhaps with a little more curve to it. There was a sense of contentment and then she remembered why she felt so full. Derpy had gotten in a fight with her and wound up inside her stomach.

She poked her belly. “Hey, Derpy, you still in there? I think I overslept, you probably want out, huh?”

Derpy came too and realized she couldn’t move. Recalling she had been swallowed alive, she guessed it was just the stomach wrapped tightly around her. Yet something was wrong. Instead of feeling legs or wings, she just felt a patch of fuzzy fur and an itch on her nose.

“Hey, Pinkie, what happened? I don’t think I’m in your belly and my nose is really itchy,” Derpy said.

“Huh, what a coincidence, my cutie mark is itchy!” Pinkie tossed the blanket off and scratched one of her balloon cutie marks with a hoof.

“Ah, that’s the spot—wait, why am I looking at you? Where are my legs?”

“I don’t know, did you forget where you put them?” Pinkie looked at her cutie mark and saw a grey balloon there, with a yellow string. It had replaced one of her blue ones. “Whoa, my balloon changed colors!”

“Hey, wait a minute. That balloon looks like my hair.”

Pinkie gasped and then smiled. “Oh wow! I’ve got my very own Derpy balloon!” She got out of bed and stretched. “I’ve got to show everypony!”

“You. . . ate me! You promised to let me out!”

“Oopsie. Ugh, what’s that itching?” Pinkie reached back to scratch her back and felt feathers. Turning around revealed two wings quickly developing on her back. There were still rustling a little as she started flicking them around. “Whoa! Derpy, I’ve got wings!”

“Hey, those are my wings! How could you do this to me?”

“Oh yeah? If I wasn’t supposed to eat you, why did you taste so good?” Pinkie huffed and waited for a reply. After a moment of silence, she started to rub her cutie mark. “Hey, I’m talking to you!”

“Oh huh? Sorry I was distracted. I can feel what you feel and see what you see, but when you rub that one balloon on your flank it feels like euphoria.”

“Wait I thought you were mad that I ate you.” Pinkie sat on her rump in confusion. “So are we friends or do I need to throw you a Sorry I ate you party?”

“Well I guess it’s a little late to fix it now, and I did sorta agree to let you have that little nap with me in your belly. . . maybe you can make it up to me another way? There is this really cute stallion I’ve always wanted to take on a date. If you sleep with him, we’ll call it even. Oh, and you have to rub me lots, it feels awesome!”

“Okie dokie lokie! This is the third weirdest thing that’s ever happened to me.”

“Wait, what were the first two?”

Pinkie went over to the door and opened it up. “I’ll tell you on our way to the bathroom!”

Spitfire couldn’t feel her legs or wings anymore. Her body was as soft as jelly, only barely alive and held together by the cocoon. She could feel dozens of small insects crawling along the cocoon. They began to bite her, drinking up her remaining nutrients. Her mind was so cloudy, and her body so disintegrated, that there was little left for her to feel but pain.

She felt the last of her sanity slip as her brain, heart, and lungs dissolved.

Nearby, Scootaloo awoke inside a cocoon, unaware of the victims being fed on around her. She was sweating profusely, and began to struggle. Her legs were sore and her back ached horribly, otherwise she felt no worse for wear.

When she tried to scream for help, she realized there was a large cocoon in her mouth. Scootaloo bit it, and it responded by squirming and writhing. Something was alive inside it, and she panicked.

Scootaloo struggled with all her might against the cocoon to no avail. During her struggles she could feel more of the insects waking up. Silk had been packed into her ass and marehood, filling them completely with the spider’s young.

The more she fought it, the quicker they woke up. She could feel the cocoons within her deflating, her job as an incubator complete. The spiders began to crawl around the outside of the cocoon and chew through the silk. Scootaloo felt the pain as their small jaws cut too deep, or their tiny fangs punctured her flesh.

One of her legs burst free from the cocoon, and soon so did her wings. She felt something tingling in her mind, like hundreds of tiny, distant voices. They seemed to be all focused on one thing: mother.

Scootaloo eventually fell to the ground, sitting there in a daze. She was starving, having no idea how long she had been trapped. Looking around revealed dozens of baby spiders, several empty cocoons, and one full one. The babies were currently feeding on it, and Scootaloo could see a torn scrap of cloth with the Wonderbolts logo on it.

She got to her hooves and felt spiders still crawling on her. It creeped her out, but part of felt safe knowing the spiders were so close to her. Scootaloo went to a nearby bush where she recognized some of the berries growing on it. They were safe to eat, so she threw a bunch in her mouth.

The berries had once tasted tart and sweet, but now were more like flavored sand. They did nothing to sate her hunger and seemed to upset her stomach. Scootaloo also noticed that her canines had grown and become flexible. She now had two sharp fangs that were dripping a fluid into her mouth.

Scootaloo looked back towards her cocoon and saw the corpse of a spider, slightly larger than her, laying on its back. She recognized it as the one who had captured her earlier. Scootaloo remembered the horrifying feeling as the spider had pumped its eggs into her, one orafice at a time.

The spider’s dying act had been to reproduce. Scootaloo felt her back itching so she spread her wings, and felt four appendages spill out from under them. Looking behind her revealed four spider legs, two under each wing, that joined her pony legs to give her eight total.

Scootaloo flicked the legs outward, realizing she could control them but no less freaked out. All around her were trees and she could be deep in the Everfree by now. Her groin still felt odd, as if it were still packed with silk. Scootaloo wondered if yet more spiders were in her womb.

She sat down and examined her marehood. Where there had once been a shapely filly labia there were now several small appendages. Scootaloo realized these must be the spinnerets that made spider silk. She rubbed a hoof against them but they didn’t respond. When she poked one with one of the spider legs that had grown off her back, it squirted some silk onto it.

The thin strand of silk spooled out of her, relieving the pressure slightly. She used her other limbs to gather more of the silk and started making a sheet of silk in between her legs. Scootaloo clumped it up and threw it to the side.

“What the hell is happening to me? Am I a spider?” She looked over at the full cocoon, aware the only other pony for miles was inside it. It wasn’t moving but she felt strangely drawn to it.

There was an aroma in the air, something enticing about the cocoon. Scootaloo was painfully hungry and felt her fangs extending, as digestive enzymes dripped from her fangs. She continued to pace forward, and saw the many juvenile spiders that were feeding on the cocoon.

The hunger was too much for her. She sank her fangs into the cocoon, no longer hesitating at the fact a pony was trapped within. Scootaloo adjusted her mouth and bit in again. Fluid began to pour out around the fangs and the puncture marks, filling her mouth.

It was bitter, salty, and yet full bodied. She had never tasted anything like it, but she loved it. Scootaloo had always liked sweet foods, like candy, but now found that drinking the liquified pony was on a whole other level.

She continued to greedily drink the Spitfire soup, not stopping until the cocoon was empty. Once she was finished, she felt a small bit of remorse but wrote it off as necessary to survive.

Scootaloo realized the spider had spared her, it had needed her to ensure her brood survived. She was part spider now, unsure if she would even be welcome back in Ponyville.

I wish I had a place to sleep and think about this.

The baby spiders began scattering to a small cave in the underside of some tree roots. Scootaloo could feel that tingling sense in her head that she should follow them. When she got to the tree, she saw hundreds of her babies building her a small hammock out of silk.

Scootaloo climbed in, laying down on the hammack. She felt truly content, and this seemed to make her young happy as Scootaloo felt their own joy radiating back to her.

Its a little chilly, I could use a blanket.

The young spiders began to knit a silk web over Scootaloo to keep her warm. She smiled. Perhaps this wouldn’t be so bad.

Thank you.

Scootaloo closed her eyes and patted her fully tummy before drifting off to sleep.

Author's Note

I had a choice: Post now, or wait for an editor. I posted now. I hope you enjoyed!

Also as a teaser, Twilight's scene is coming up soon. :)