Black Nightmare

by Fanged Rainbow

Rating: mature
Tags: Alternate Universe, Anthro, Dark
Length: 2624

It's the year four thousand, nine hundred eighty-six, and a Black-Queen class space cruiser of the Royal Equestrian Navy known as Loyalty has gone missing, but while Equestria searches for it's missing warship, a pony called Star Song finds herself on the run. Not from a pony, nor a beast… But, a monster.

Actually, it's a changeling spy.

And as a note: Don't think this means I'm turning into a clopfic writer, this is going to be a one-off.

Published 1970-01-01 00:00:00 UTC
Last updated 2015-01-11 12:02:46 UTC

The last pony alive?

Star Song wandered the endless halls of RES: Loyalty, seeing her dead crew at nearly every turn, and feeling the dark sensation of being stalked on her back the whole time. A decapitated head rolled to her hooves feet, which she picked up in her hands, a sigh escaping her lips as she tossed it away again. It had been her best friend, a white stallion with a jet black mane and tail. His torn up body was, however, usefully equipped. A quick search found her some rations, a smoke grenade, and a D sixty-three Pulse Rifle, fully charged too. "This'll come in handy." Star commented to herself, before continuing to walk down the endlessly long corridor. So many had died to one creature. A spy or assassin of some kind, but a damn good one. Whatever it was - it could kill and - it was a gruesome killer. Another five minutes of walking and she stared out the window, pausing under the vent systems. The cold air was a refreshing feeling on her fine, pale-blue coat.

She smiled as she looked out to a vibrant nebulae. Despite all the horrors committed on-board the cruiser, she smiled. The beauty of the universe could make ponies to that, even if only pain and sorrow awaited. When she heard hoof-steps she was forced to sprint away, down a corridor towards the ships centre, fear gripping her heart.

As she fled she saw a glimpse of what hunted her, a monstrous, insect-like, and huge feline. It's carapace was the same as a changelings, with made Star suspicions. She would have to think about it later, but for now she had to flee.

Eventually she would come to a halt, panting as she steadied herself on a handrail. She stood in front of the main reactor. It was the ships power source, and it was huge. Down below lay nine more dead ponies, one shredded, one without arms or a head, another with their spine snapped in two and sticking out their back. All the others seemed to have had their guts shot out, a blood stained the walls and gore littered the floor, drenched in more blood.

Three empty power cells lay broken on the floor, the four in the reactor had nearly depleted, and would work for another hour at most. Nearby lay hundreds of stacked power cells,  all neatly stacked. It was like, for them, nothing had happened.  The gangways had also broke, snapped and fallen to the floors below. There was no crossing them. But going down was an option, if Star Song could survive the fall that is.

Star climbed over the railings and dangled herself over the edge, ready to let go and fall down any moment. She spotted the creature again, and with a gasp lost her grip. She landed with a quiet thump, and it didn't attract the creatures attention, by the look of things. Still, it had been in here too, evidence enough was the corpses, and, again the females of the crew had their gear torn apart and the same vile ooze on them. "I don't wanna know..." Star commented quietly as she search the bodies. Acess codes, weapons, anything! Nothing.

Then she decided to examine the ooze. Not blood. Not a beverage of any type. A quick smell didn't help, so she tasted her with a quick lick. "Changeling semen..." Star's face wrinkled in disgust that a changeling was having sex with dead ponies, that they murdered!

No doubt if she was caught it would happen to her too...

She had to escape. But how? She had limited supplies, and would most likely run into that thing again if she wasn't careful. And now she knew it was a changeling, it became a much greater threat. It could end up being another survivor of this bloody massacre! She needed to be careful... Very careful.

Though for now, she would keep moving. It was her best chance of escape and survival. Hurrying out of the large steel doorway she fled down another corridor towards the barracks and armoury in the centre of the ship. The weapons they would come in handy later if needed. And more armour couldn't hurt either. The corridor to it was long though, and she had no vehicles to travel faster down the long steel tunnel. Of course, she wouldn't give up however, there was too much at stake to give up. Her life, and anypony who was left's life was on the line. She couldn't.

As she reached the armoury she picked up a suit of heavy grunt's gear. A large bulky piece of titanium, that would protect her well in combat, but slow her down slightly. She also grabbed a De Forty-Two pistol as well, gryphon make. The gryphons always made good guns, and sold them to the Equestrian military fairly cheaply too. Infact, most of Equestria's defence's used gryphon technology, from guns to tanks and even the very ship Star was in used some gryphon technology in it's design.

On the topic of gryphons, she found a mangled gryphon corpse inside the room, torn to bloody shred with his guts torn apart and dragged all over the floor too. One of the eyes and been shot out too, probably by the changeling on-board. "So many dead... Why?" Star asked the corpse, or herself. Either way, no reply came. "And why must it all be so horrifically - and brutally - done?" Again, no reply.

Star heard the door open and with a gasp dived under one of the beds, bringing her breathing down to a shallow, silent, repeating huff.

A orange-pink changeling walked in, clad in basic armour and armed with a pistol, pulse rifle and shotgun, all of which came from the ships arsenal. With three pairs of wings and three horns on it's head. It resembled a winged, insect-like triceratops, with a slightly longer neck. And on two legs.

"I could have sworn I heard a pony in here..." It said, a frown on it's face. "Maybe I just imagined it?" It looked around, staring Star dead in the eyes, yet not seeming to notice her. She slunk back, further under the set of beds, hoping not to be seen. Then the changeling walked deeper into the room, still searching for the mare. It put it's hands on a set of bars and climbed up them, sitting at the top with a sigh.

Star had no chance of escape now.

"I've killed everyone, by the look of it," it said solemnly. Another sigh. "I wish Chrysalis didn't send me out here. This was a suicide mission. I have no way home!" It suddenly yelled, bursting into tears. "Why did I do this... This isn't what we're abut..."

Star looked to it and frowned, no in anger, but pity. It was lonely by the look of it, but she couldn't risk showing herself. Surely it would leave eventually, right?

At least one thing was confirmed for her: She really was the last survivor. And it had just spotted her. Staring at her with deep, sorrow filled eyes.

An awkward next hour.

Star looked up as the changeling spoke to her. "I see you pony, might as well come out. I don't plan to hurt you."

Star slowly crawled out, holding her rifle to the changelings head. "So, you killed everyone?"

"Yes..."

Star sighed and lowered her weapon slightly. "What's your name? Why did you kill everyone? Why you rape their corpses?"

"My name is Amberwing. I killed them because if I did not, I would die. I raped the dead because I needed release... This is a stressful job... Assassination. It's not what I wanted to do. But I had no choice..." The changeling replied with a sigh, sobbing.

"Why not?" Star asked. "What would have happened if you hadn't?"

"I told you: I would die!" Amberwing replied with an angered huff.

Star sighed as she looked to the changeling, her gaze picking out that he had a slight errection. "Uhm... You have an... Ehh..."

Amberwing blushed, hiding his penis from Star's view. "Sorry! Sorry," he exclaimed in panic, dropping his weapons and covering himself. "I'm so sorry!"

"Don't be. I get it, you're stressed," Star replied quietly. A blush appearing on her face, clearly embarrassed by the sight. "Get something move covering is my suggestion..." Star recommended. "Or transform into something without one!"

Amberwing nodded, transforming into an exact replica of Star.

Star looked to the changeling with a flustered expression. "Not me!" She yelled angrily, pulling her rifle back to Amberwing's head.

Amberwing immediately transformed into a greyish-green stallion with a pale purple mane and tail. "Better?" He asked in a panicked hurry, using his arms to block his face.

Star lowered her weapon with a sigh, placing the rifle on her back into a clipped on hoslter. She then placed the pistol into it's own, smaller,  holster. "Better. Now get some gear on, I don't wanna see you walking around with that thing dangling there." She was referring to his large equine cock hanging from the fake form. It was certainly a lot bigger than average, and a deep midnight black. She salivated slightly at the sight of it, much to her disgust. She couldn't think like that when It was a changeling! Though, somepony to talk to would be a nice change from the slaughter. That slaughter would need cleaning though. She wouldn't like that.

When Amberwing had finished dressing he looked himself down, relieved to find his member no longer showing. "Well?" he asked Star.

"Much better. Now, get to work on cleaning up," Star replied with a commanding tone.

"Pardon?" Amberwing asked in confusion.

"Well, I'm not sleeping with a bunch of corpses, so we need to clean up. And you are going to help." Star replied with a smug grin. "Now get on with it."

Amberwing sighed and jumped down and started to haul the mangled remains of Star's crew outside, staring at her breastplate the entire time, as he worked. Star could tell exactly what he was thinking as she cleaned up bloodstains on the walls, rubbing at them vigorously. The stains mostly refused to come off. "Stop staring," she demanded. "If you work quick enough I might allow you a peek though." Star paused, unable to believe she had just said that.

Amberwing nodded and got on with his job, a smug grin on his face. "Does that include sex?" he asked.

"Shut up, before I shoot you."

"Shutting up."

Before the next ten minutes had passed every last one of the corpses had been moved to the air locks, and Amberwing informed Star. "Hey pony. I've finished. They've been moved to the airlock."

"Good. Jettison them." Star replied, having just finished clearing blood. Kneeling down she sighed from exhaustion. Scrubbing blood off walls took it out of a pony.

Amberwing returned, still in his fake form. "Ma'am I've done as you commanded," he jokingly said, earning him a groan from Star.

"Good..." Star wheezed, lying on one of the beds. "So... You got a family?"

"No..." Amberwing replied, a tear in his eye. "My hive was destroyed by a mob of ponies, overwhelming and overpowering our small hive we were crushed. I think... I only survived because I played dead." Amberwing had begun crying again, streaks of his tears poring down his face. "I had no one... So I found her. Chrysalis"

"So... She was the same bitch she was during the attack on Canterlot?" Star inquired.

"Yes..." Amberwing replied. "She was." Amberwing stopped crying suddenly.

Star sighed solemnly as she nodded. "Okay... I think that's enough for now then..."

Amberwing nodded, trying to forget the memories. He paused, taking in the room. Large, empty and quiet. Silence had descended with great ease, almost as if it owned the place. Star raised her head, her ears twitching, searching for the non-existent sound. Not even the humming of the dispensers in the left wall could be heard. Amberwing stood slowly, walking to the doorway. As it opened sound returned to the room, and a bright light flooded it, too.

Star groggily sat up in the bed, looking towards Amberwing and shielding her eyes from the shining aura. "A nebulae?" she asked Amberwing. He nodded in reply looking out the corridor window. Then the nod turned to a shake.

"Proto-star." Amberwing stated.

"A proto-star?" Star repeated in awed shock. She had never seen one before. She rushed out to see, knocking into Amberwing and sending the pair into the see through, diamond windows. Amberwing groaned as his fake form vanished from sight, leaving  his true identity exposed again. Star meanwhile gasped out in pain from a cracked leg, broken in the collision between the pony and changeling. Blood pouring from where skin and muscle had torn, ligaments crushed and mangled. The pain had reduced her to nothing. Weak, vulnerable. Everything she shouldn't have been. And Amberwing had gotten up again, flaring in anger.

"That's it!" Amberwing yelled in fury and slight pain. "You bitch, I get something for that. Whether you like it or not," he was referring to sex by the look of him. His erect cock pointing at Stars pained face.

All she could do was run.

Prologue: A message to Equestria

"Hello? Is this thing on? Is anyone out there?" A voice came through the transceivers of a military outpost on Equestria's moon. "Help! I'm Star Song, the last confir-" The transmission cut temporarily. "-vior of what we are labelling Incident No. eighty-seven B! We've lost RES: Loyalty, and all officers are-" Another cut. "ead... Please, if you can ear this! Help! I need you, and whoever else on this damn ship does to!"

The message ended, the voice was indeed a soldier known as Star Song, the station crew could confirm that. What had happened to that ship? "I want that ship found! Whatever did this needs to be either slain or captured!" the station officer yelled, turning to a new recruit. "You, contact the Canterlot station, they need to know about this!" He turned to another worker, yelling at him to. "Track that contact, I want to know where it came from."

He turned back to the communicator, there was no signal to the ship anymore. "Don't worry, my daughter. I will find you," the captain proclaimed. "I will find you..."

Star Song, meanwhile on board the lost ship huffed in a fury. "Work dammit," she yelled.

The ship's AI replied emotionlessly. "System error. Cannot sustain contact."

Now Star Song was alone, in the bridge of a failing star cruiser, with whatever had torn into her crew-mates. Many had been torn limb from limb, cold, crimson blood oozing from some, others had gory hole in their chests, their intestines ripped out a strewn across the floor without care. Star's commander, a rainbow manned pegasus with a cyan coat, lay naked too. Her head torn off brutally and discarded, and her equipment torn to shreds.

Star was especially disgusted by the ooze dripping from the commanders nethers. She wanted to examine it, yet was too revolted to try.

The next job, for her,  was to find anyone else alive. A stallion would be a good start. What was happening was stressful, and a mare like her would always find a hot stallion's shaft a relaxing sensation.

But it wasn't the time to think about that, it was time to get moving, and fast.

There was a predator aboard, and she was it's prey.

That predator was a changeling, a very, very dangerous changeling, judging by what it had done to the crew, and her captain...