Moonlight shone through a window of the Golden Oak Library, illuminating the slumbering ponies laying on the floor. Various debris littered their space: bits of confetti, a few candy wrappers, some tossed-aside volumes of a lurid nature. Fortunately, the moonlight disturbed nopony their sleep, each breathing softly through her dreams.
Not that all of them were sleeping.
Fluttershy popped an eye open, carefully scanning her friends for any signs of stirring. Applejack rolled onto her side, but the orange earth pony made no moves otherwise. All the other ponies remained stationary, only the slight heaving of their chests indicating they were still alive. With great care, the yellow pegasus picked herself up and began to trot quietly towards the door, cautiously stepping over her dormant comrades…
“Mmh, Fluttershy,” Pinkie Pie squeaked.
Fluttershy froze in her tracks. Oh, feathers, she thought, heart beginning to race. She quickly ran every conceivable excuse through her brain: she was going to get some fresh air; she had to leave early, Angel was having heart problems; she needed–
“Fluttershy, don’t put that there. Gummy’ll eat it, and then his tummy’ll hurt, and then I’ll be sad…” the pink earth pony slurred, rolling over in her sleep. Fluttershy let out a quiet sigh of relief, slinking across the rest of the way and carefully slipping out the door. Her pace picked up once she was out of the library, going to full gallop once she was a good distance away. She only paused for a second to make sure nopony was following her, quickly resuming her gallop out of Ponyville, towards the Everfree Forest.
***
“Something’s up with Fluttershy,” Rainbow Dash told Twilight Sparkle two days before. “She keeps disappearing, and whenever I see her, she looks tired.”
“Did you ask her about it? Maybe she’s just working extra-hard with her animals lately.”
“No, I came to you first because I think she’s a Changeling spy,” Dash rolled her eyes. “Of course I asked her! She said she was doing ‘chores,’ and wouldn’t tell me anything else.”
“And you don’t believe her?”
“Well, I asked if I could help out, since it takes her, like, forever to get her ‘chores’ done, and she said she didn’t want any. And like I said, she won’t tell me anything about what these ‘chores’ are!” Dash huffed, folding her forelegs across her chest.
“I’ll talk to her, don’t worry,” said Twilight, placing a hoof on Dash’s shoulder reassuringly.
“Good luck with that,” Dash mumbled, taking off to arrange some clouds.
Later that day, Twilight did go to see Fluttershy, finding the latter at her house. As the yellow Pegasus emerged, Twilight noticed her eyes had grown bags underneath, and her hair was ill-kempt and tousled.
“Uh, hi,” Twilight said, meekly raising a hoof.
“Heh, hi,” Fluttershy mumbled.
“Um, Rainbow Dash wanted me to talk to you. She said you’ve been disappearing lately, and she’s worried.”
“Yeah, I -yawn- remember. But I have, y’know, chores to do.”
“Chores in the middle of the night? You look like you could use some sleep. Maybe I could-”
“Please,” Fluttershy whined. Twilight looked on in mild amazement. Fluttershy almost never interrupted someone, unless she absolutely felt it was necessary…
“We’re just worried about you, that’s all,” Twilight finally said. “You’re absolutely sure you don’t need any help?”
“Y-yes, yes I am,” Fluttershy nodded, rubbing her eyes.
“Ok,” Twilight mumbled, mulling things over as she turned to leave…
“Actually, I was gonna ask if you wanted to come to a slumber party!” she said suddenly.
“Oh? When?”
“A couple days from now. I just thought, y’know, we’ve haven’t really had a proper hang-out lately, so why not make one!”
“I dunno, Twi,” said Fluttershy, eyeing Twilight with suspicion. "Applejack told me about the last time you tried to have a sleepover…”
Twilight chuckled with embarrassment. “Heh, well, I promise a tree won’t crash through the roof this time, ok?”
“Ok, I guess,” Fluttershy yawned.
“You just try to get some sleep,” said Twilight, patting Fluttershy’s shoulder a bit, before trotting off to other matters.
***
As the sleepover approached, Twilight busied herself with her plan. Procuring a butterfly-shaped hair clip from Rarity, the lavender alicorn set to work enchanting it with a tracking spell. She had Spike test the clip by carrying it around Ponyville, and when satisfied she could sense and follow it anywhere, Twilight moved on to phase 2: get the clip onto Fluttershy's mane. She mixed the clip into a bag of sundry goodies; during the party, she gradually doled the tchotchkes out to the partygoers as they won various games, like Pin the Tail on the Pony or Musical Cushions. There was just one problem: Fluttershy had yet to win a single game. She was too meek to complain, of course, while Twilight became increasingly tense as the night wore on. The alicorn took nervous glances at the clock; with one hour to go before bedtime, Twilight had to hatch a desperate plan.
“Hide and seek, everypony!” she declared.
“Hide ‘n seek? Where the heck’re we gonna hide?” Applejack snickered.
“Here,” Twilight began, zapping each of her guests and herself with a spell. “Choose an object in this room, and you’ll blend into it, so to speak.” She demonstrated by touching a stray pencil, her form melting into the pencil’s surface for a second. “Fluttershy!” said Twilight as she rematerialized. “Why don’t you have a go? No offense, but you haven’t won anything yet.”
“Oh, I’m ok with that,” Fluttershy insisted quietly.
“C’mon, Flutterbutt!” said Rainbow Dash, delivering a noogie upon Fluttershy’s scalp.
“Mmph, ok, fine,” Fluttershy squeaked. With that, she closed her eyes and began counting, while everypony else bolted towards their chosen object, phasing into their structures as Twilight demonstrated. As Fluttershy whispered “Ten!” she opened her eyes, the room apparently empty. However, she could hear a soft voice in the corner of her ear, so to speak. Her head swiveled about as she tried to locate the source, even as it sounded like it was growing closer.
Fluttershy let out a quiet gasp as she realized where the voice was coming from: her own head.
Fluttershy whined in her thoughts.
thought Fluttershy, sighing.
One by one, Twilight directed Fluttershy to the other partygoers, although once she’d found Pinkie Pie, the rest of them were quickly exposed. With Fluttershy finally victorious, Twilight could place the hair clip into her mane, the butterfly actually flapping its wings to everyone’s amusement. As the yellow Pegasus leaned in to hug Twilight, the latter found her heart sinking – or rather, plummeting – into her gut. Here she was, doing her friend an apparent kindness, all in the name of violating her privacy. Maybe she really was just doing chores, and Twilight was just setting herself up for a terrible falling out…
No! Twilight thought to herself, as she looked into Fluttershy’s baggy eyes. If she were just doing chores, why wouldn’t she tell anypony what they were? And besides, she’s not getting enough sleep because of this; she could seriously hurt herself at this rate!
Finally, sleeptime came, and everypony found some comfortable spot in the library to lay themselves to rest. Twilight pretended to sleep, as she suspected Fluttershy was doing, keeping her senses trained on the hair clip. After an hour, Fluttershy picked herself up and carefully snuck out of the library, apparently unaware she was being tracked. Twilight waited until she sensed the clip leaving Ponyville, then teleported herself to a spot about seven meters away from Fluttershy, continuing after her friend on hoof.
Fluttershy inadvertently led Twilight through the Everfree forest, until the alicorn could feel the clip’s movements halt. Twilight lit her horn for a moment, before remembering the secretive nature of her mission. She quickly put the horn’s light out, and instead focused her vision down to the infrared spectrum. Through this grayscale filter, Twilight snuck the rest of the way with nary a sound. She could feel herself getting close; just a few more meters and she’d be within eyesight of Flutter–
ROOOOAAAARGH!
Twilight froze in her tracks at the deafening roar blasting from just ahead of her. Her knees buckled and quaked, and her heart leapt into her throat. That’s an Ursa Major, her mind pounded. That’s an Ursa Major and it’s right next to Fluttershy and it’s about to–
“No, no!” Fluttershy’s voice squealed. “What’s wrong?”
Another beastly roar.
“No, I made sure I wasn’t followed; they probably just got lost in here. If you want, I can shoo them away.”
Some other noise, more like an irritated grunt.
“Huh? You can smell her?”
Grunt.
Pause. Twilight’s eyes widened, and her mouth fell open. No, this couldn’t mean…
“Twilight?” Fluttershy called out. “Are you out there?”
Twilight’s hooves turned to lead, even as she felt compelled to answer. “Yeah, it’s me,” she called back, a good portion of shame in her voice.
“It’s ok, Twi. You can come closer,” Fluttershy’s voice squeaked back.
With no small amount of hesitation, Twilight trotted slowly towards Fluttershy’s voice, coming upon an empty valley deep in the woods. Well, empty except for Fluttershy and the gargantuan figure of the Ursa Major sitting squarely in the middle of this valley. Twilight had to admit, the creature was something to behold: its fur was a deep violet, speckled with various glowing “stars” and bearing a swirling galaxy pattern on its belly. Of course, the beast itself was immense, easily as tall as the Princesses’ own castle, and it stared down intently at Twilight with bright yellow eyes.
And there was Fluttershy, sitting by its left leg, looking at Twilight expectantly.
Seeing Fluttershy sitting there like that, Twilight should have been rushing over to her with a shielding spell at the ready, in case the creature attacked. Instead, she rushed to her friend to embrace her tightly, fighting back the inexplicable urge to cry.
“Oh, Fluttershy, I’m so sorry!” Twilight almost wailed. “I’m sorry I followed you, put that tracking spell on your hair clip, and-and-”
Fluttershy simply smiled and put a hoof on Twilight’s blubbering mouth. “It’s ok. You’re just worried about me. You all are,” she said reassuringly, stroking through Twilight’s mane. “I’d worry about me, too, to be perfectly honest.”
Twilight gently brushed the stroking hoof aside. “I guess… Still, I had no right to intrude on you like this,” she sighed, taking a glance up at the Ursa Major. It seemed to have an annoyed look on its face, as if it were waiting for something. “Um, what exactly are you doing, if you don’t mind?”
Fluttershy looked up at the Ursa as well, giving it a little smile. “Hmm, well,” she began, taking a deep breath. “You remember the smaller one from around when we first met? When you first got Trixie chased out of town?”
“Yeah, I remember the little one,” said Twilight, poring over the beast with her eyes. “So, this is him all grown up?”
Fluttershy shook her head. “This is his mother,” she said, running a hoof through the star-speckled fur. “They live a long time, so there aren’t a lot of them around, and her son grew up and left,” Fluttershy continued. “So, she’s pretty much alone most of the time. I just try to keep her company, let her know she still has friends.” She turned to face Twilight again. “Sorry if she scared you; I think she considers me her daughter, in a way.”
“Well, if you’re ok, I’m ok,” said Twilight, taking a turn at stroking the Ursa Major’s fur herself. “What do you usually do with her?”
“Oh, we talk about all sorts of things. She’s seen so much; Discord’s reign, the Night that Never Ends, the fall of the Twelve Colonies…” Fluttershy’s voice trailed off, the Ursa Major having apparently told her a great deal of history. “I think you’d like her a lot, actually.” She looked up at the great beast’s face, which still bore an annoyed expression. “Oh! Um, I shouldn’t keep her waiting…”
“Waiting? Waiting for what?” said Twilight, taking a glance at the Ursa’s face as well.
“Hmmm, how to tell you this…” Fluttershy pondered, biting her lip. “Uh, why don’t I show you? Just, promise not to panic, ok?”
Twilight mentally face-hoofed. When would these ponies ever figure out that telling someone not to panic would almost certainly make them panic, or at least put them very close to that point? Still, Twilight nodded. “Promise,” she sighed.
“Ok. We’re gonna have to step back a bit,” said Fluttershy, leading Twilight to a spot ahead of the Ursa. The beast’s face wrinkled into what Twilight could only guess was a grin, before she slowly heaved forward, toppling onto her belly with an earth-shaking WHUMPH. The two almost toppled over themselves, holding onto each other until they could stand again. As Twilight regained her bearings, she looked up from the ground and nearly screamed.
There, right in front of them, the Ursa had opened its terrible maw. Strands of stringy saliva stretched between the roof, tongue, and rows of sharp, yellowed teeth. The thick tongue writhed about in the lower jaw like a thrashing beast in its own right, frothy drool washing over it. And that breath! It was like getting hit with just about every possible breath imaginable! Garlic breath, coffee breath, rotting carcasses of the recently devoured breath… Twilight struggled to define just what odor emanated from that mouth. Of course, none of that compared to the sheer terror she felt when her gaze followed the tongue back into the threshold of the Ursa's flexing throat, a dim glow emanating from some point deeper within her body.
“Fluttershy,” Twilight finally said, clutching Fluttershy tightly, “are we about to, um, go in there?”
“M-hm,” Fluttershy nodded, stroking Twilight’s mane again. “Unless you don’t wanna go; I usually take the trip myself, anyway.”
The thought of Fluttershy doing this repeatedly did surprisingly little to assuage Twilight’s utter terror at the prospect of being devoured alive by such an immense beast. Her heart continued to pound fiercely in her throat, and she could feel her pelt dampen with sweat despite the cool night air. Her wings tensed and itched; she needed to run, fly, do whatever she could to get away from this madness…
“N-no,” Twilight choked out, much to her (unpleasant) surprise. “I’ll go. I, I wanna see.”
“You’re sure?” said Fluttershy, looking Twilight in the eye. “You don’t really look like you wanna.”
“I’m sure,” said Twilight, putting on her best “determined” face. “If you don’t mind,” she quickly added.
“I don’t,” said Fluttershy. “Do you mind, miss?” she asked the Ursa.
The beast merely grunted.
“We should hurry; she’s getting impatient,” Fluttershy told Twilight. Twilight took a hard gulp and nodded, gesturing for Fluttershy to lead the way. The pair trotted forth, Twilight’s legs shaking with each step.
“Um, should we go single-file?” she asked Fluttershy. “I, uh, I don’t wanna choke her or anything…”
“Mm, don’t worry. Her throat’s big enough for the both of us,” said Fluttershy with an oddly earnest grin. Twilight didn’t have much time to understand her smile, though, before she was distracted with the sensation of her hooves hitting the Ursa’s tongue. Every step she took felt like walking on a wet mattress, aside from how the muscle writhed underneath her hooves, shaking her about slightly. Twilight slung a hoof around Fluttershy, the two fitting side by side comfortably in the beast’s mouth. Fluttershy motioned for her friend to lay down alongside her, Twilight following her lead. As the alicorn felt the fleshy surface squirm beneath her, she clutched onto Fluttershy tighter, her breathing turning shallow. All she could do now was stare into the glowing abyss of the Ursa’s gullet, and hope that her friend hadn’t somehow become a raving lunatic, or that something more sinister had happened to her. A rumble sounded from the throat, shaking Twilight about considerably.
“She says we taste nice together,” said Fluttershy, wearing that same earnest grin.
“Comforting,” Twilight lied through her teeth. Her eyes darted about as the Ursa slowly drew its jaws shut, moonlight slowly fading from behind them. The teeth collided with a resounding clack, leaving only the Ursa’s inner light to illuminate the two ponies within. She could feel further movement, presumably the beast straightening itself up into its previous sitting position. Suddenly, the tongue flexed and undulated, sliding Twilight and Fluttershy closer and closer to the waiting throat. Twilight began to whimper and quake as they approached the threshold, starting to flap her wings about.
“No, don’t,” said Fluttershy, placing her hooves on Twilight’s wings. “I did that once and it tickled her throat. She didn’t really like that,” she continued, blushing with embarrassment.
The thought of displeasing the Ursa was enough to keep Twilight’s wings still, as terrifying as she found her current situation. “Fluttershy?” she squeaked.
“Yeah?”
“H-h-hold me,” Twilight stammered. Fluttershy obliged, drawing her friend into a soft embrace as the Ursa tilted her head back, the pair now slipping into her throat. Tears streamed down Twilight’s cheeks as she entered that soft portal into the Ursa’s body, passing over a firm epiglottis and towards the gullet below. The throat walls contracted and scrunched around the two morsels, signalling the start of their final descent.
“Fluttershyyyyyyyyyyyy!” Twilight screamed as the Ursa swallowed, consigning the two to the confines of her body.
***
Twilight’s heart throbbed right in her brain as she slid down the Ursa’s gullet. Well, “slid” was the wrong word to use, what with how the walls squeezed at her and Fluttershy in their tight, slimy grip. Twilight could only sob uncontrollably into Fluttershy’s shoulder, while the yellow Pegasus patted and rubbed Twilight’s back reassuringly. Never did Twilight think she would be scared of light, and yet her fear only grew as the Ursa’s inner glow drew nearer. The beast’s immense size didn’t help matters at all, only providing a horribly long esophagus to drag out Twilight’s terror. Finally, Twilight could feel herself squeezing through an even tighter sphincter, tumbling with Fluttershy into the Ursa’s stomach. By now her fear had all but petered out, leaving Twilight with nothing but a sense of bleak resignation. This is it, she thought, sniffling. As she looked around, however, her despair began to subside.
All around Twilight and Fluttershy, the stomach walls were studded with glowing stars, just like the Ursa’s fur coat. The walls themselves seemed a translucent blue, but instead of seeing intestines or any other internal organs, Twilight found herself gazing upon entire swirling galaxies, all floating about in the void beyond. But it’s not a void, she thought to herself. She could still feel the Ursa’s inner warmth, alongside the sound of a powerful heart thumping above her. The fleshy surfaces within had a definite volume to them as she squished at them under her hooves, and the entire room was suffused with a celestial glow. “This, this is…” Twilight said breathlessly, struggling to find a single word that could encapsulate her wondrous surroundings…
“Beautiful,” she finally whispered, her gaze settling on Fluttershy. “But, you’ve seen this place plenty of times before, I bet; it must not be that special to you.”
“It is,” said Fluttershy, cupping a hoof to Twilight’s cheek. “A friend is letting me share something with them, something they’d never share with anypony else. That makes it special, no matter what.”
Twilight nodded, hugging at Fluttershy with a soft sigh. Suddenly, her expression became anxious again. “Oh no, I almost forgot!”
“What, what is it?” said Fluttershy, looking at Twilight with concern.
“Gimme a second,” said Twilight, briefly lighting her horn and zapping Fluttershy’s hair clip. “There. Now it won’t track you anymore,” she continued, giving Fluttershy a warm smile.
“Oh, thank you,” said Fluttershy, touching the disenchanted clip. “Actually, I’m kinda glad you followed me.”
“Oh?” said Twilight, tilting her head.
“I got to share this with you,” Fluttershy whispered, giving Twilight another hug. As they embraced, they slowly leaned over and laid themselves on the soft, gently pulsating floor. The galaxies outside continued to dance, while a booming heartbeat reminded them that, despite the apparent infinity beyond, they were encapsulated in the closest possible space imaginable.
“Just promise me one thing,” Twilight yawned.
“Anything, Twi.”
“Promise me you’ll get some sleep,” Twilight mumbled with a grin.
“Ok, I’ll try,” Fluttershy smiled back. “Good night, Twilight.”
“Good night, Fluttershy.”