Fluttershy woke up in darkness, relieved that it had all been a dream. She wrapped her wings around herself, and clutched her pillow tight to her chest.

Only this wasn’t her pillow. Where was she? Oh, that’s right. Rarity had taken her to Canterlot.

”Excuse me, sir? I’d like to buy a ticket to Canterlot, but there wasn’t anypony manning the ticket window.”

”I’m sorry, ma’am, but we’re closed. The rest of the staff have been eaten,” said the engineer, leaning against the silent engine.

“Already?” Rarity asked, eyes wide.

“That or they scampered off to find somepony to eat. None of us figured anypony with enough purpose to try to take the train would be amenable to feeding us.” He gave her a hopeful look, but she shook her head. “Anyways, can’t run the train by myself. It’s at least a two pony job.”

“Then we’ll help!” Rarity said. “Just tell us what we need to do! We simply must get to Canterlot. I refuse to face the end of the world without making one more attempt at the life I’ve always dreamed of.”

“Well…” he said, running a hoof along the train’s boiler affectionately. “I wouldn’t mind going for one last run, now that you mention it. Won’t be easy, though. You’ll be working hard, shoveling coal, and we’ll probably have to refill the tank ourselves at the waystation.”

“I may not be an alicorn, but I’m no slouch with my horn, and Fluttershy here doesn’t mind getting dirty, do you dear?”

Fluttershy smiled. “Of course not, Rarity. Anything to help.”

It had been a long, difficult trip. They’d kept slowing to a crawl to pick up more ponies that ran after them when they saw the train moving: a few from Ponyville, a few more every time they passed by another town. But while Fluttershy, Rarity, and Rolling Steel had been busy keeping the train moving, the passengers were amusing themselves in other ways – they’d picked up at least thirty or forty ponies, all told, but only a dozen had emerged when they’d rolled into the station at their final stop. Fluttershy let out her breath, in a sigh – at least somepony had enjoyed the trip.

"Fluttershy? Is that you?" Rarity asked, and then a blue light lit the room, perched on the end of her horn. It was just as they’d left it – the opulent furniture and carpeting, the bed that neither of them had had the chance to sleep in, rumpled and messy regardless, the remains of last evening’s meal scattered around the room. That was how she thought of it, at least – the discarded suits and ties of the stallions they’d charmed with Rarity’s wit and her beauty. All that was left of the poor fools.

Those poor stallions… Fluttershy and Rarity hadn’t had a lot of time to find their prey, after finally reaching Canterlot. Rarity had been distraught – she’d planned to find solace with her friends in the city, but there simply wasn’t time! So she and Fluttershy had gone on the prowl. Fluttershy hadn’t had to say a word, just smile and act nervous and shy. Two beautiful mares, one flirty, one coy, dressed for the country and covered in sweat and dust, had been an irresistible attraction to desperate ponies looking for an easy meal.

And once they’d gotten them alone…

Fluttershy’s hoof quivered as she set it against the stallion’s chest. She’d never been with a stallion before. She’d never really wanted to. She’d fantasized about it, often, but even her fantasies ended in heartbreak and shame, as the ponies she dreamed of inevitably turned on her, once they realized she was unworthy. The leering face of the pony below her recalled all those nightmares, and added new horrors – the urgency in his breath, the hunger in his eyes.

Like a bear. A big, angry bear.

“So what do you say?” the angry bear growled. “Should we have a little fun before we get down to it, lovely?”

“No,” she said, pressing down on his chest firmly, now, and meeting his gaze, unafraid. “Down.”

“Ahh, okay, I can play this game,” he said, his claws reaching up and stroking against her folded wings.

She unfurled them in an aggressive display, making herself look larger as she stood over him. “You’ve been a very naughty bear,” she said.

“Bear?”

“You saw us, and thought that we were weak, didn’t you. Didn’t you!” She pressed harder into his chest, and he winced.

“No!” he said. “We thought you looked delicious!” He tilted his muzzle down, and licked a long, slow lick along her foreleg. “And you are. Spicy. Hot! I want to just gobble you up,” he said, leering at her. “I promise, I’ll make it worth your while.”

Fluttershy looked at him with disgust. “What would your mother think if she heard you talk that way?”

The bear laughed, a coughing roar, like bears made, not the mocking snicker of a stallion. “You’re not my mother.”

“Well, maybe I should be,” Fluttershy said, locking the bear with her gaze, and turning her stare on him. “And mother says it’s time to take your medicine.”

The bear gave a very un-bear-like whimper.

“That was vile,” Rarity said, the actinic light twisting her face into a terrifying snarl.

“I know,” Fluttershy said, remembering what she’d done. The ‘bear’ was gone, and she was still around. It hadn’t been a dream after all. “We were so mean to them!”

Rarity scrunched up her face in confusion. “What? Oh, don’t pity them, Fluttershy. I meant that it was vile, feeling that stallion’s aura around me all night long. What we did to them was nothing more than they deserved. They were predators of the worst sort!”

Fluttershy looked away, and gave a quick nod. “You’re right. They were.” Even she was a better predator than those two had been. And Rarity – Rarity had eaten her prey without having to use a possibly-magical stare, and without even having to raise her voice. She was the most dangerous predator of all.

===

The streets were quiet, as they left the hotel. A few other ponies were up and about, but like Rarity and Fluttershy, they weren’t saying a word, instead hurrying from place to place in the dim pool of light of a horn or an oil lantern.

The plan was to head to Fancy Pants’ mansion, since he was the pony Rarity respected most among the nobility. If he wasn’t home, or wasn’t around anymore, she had a few other ponies she could try, but it was obvious that she’d mostly come to Canterlot for him.

They hadn’t gotten far before there was a blinding flash of light, and a rush of warmth. Hard-edged shadows raced across the square as a brilliant orb of light rose from the palace courtyard, lifting up and up until it found a resting place, high in the sky. Dawn had come, at last.

“That was amazing!” Fluttershy said, spinning around in the air, enjoying the feeling of sunlight on her feathers. “Look, Rarity, it’s so beautiful!”

And it was. It was too bright to stare at, but a quick glance showed it spinning and swirling, a many-faceted crystal full of luminescent rainbow smoke, hundreds of feet in diameter.

“How fortuitous, that somepony remembered the ancient spell,” Rarity said. “Things would have gotten quite dark, if we’d been trapped in eternal night.” She frowned as she looked over Fluttershy’s dress. “The color isn’t quite correct, however. Those green accents were supposed to glow, not shimmer.”

The other ponies around them made similar remarks, until the clanking of armor and the clattering of hooves cut through the babble of conversation. A hush fell over the crowd as a detachment of Royal Guards marched into the square.

The unicorn leading the patrol unfurled a scroll, and began to read. “Hear ye! Hear ye! Ponies of Canterlot! All hail King Blueblood, bringer of light! By his will and his mercy, and the aid of many brave and noble unicorns, the sun has been returned to Equestria for another day!”

“And he said that with a straight face,” Rarity whispered. “He’s quite well trained.”

The guard continued, “But this is hungry work. So, for the sake of nation, we extend this offer to any pony willing – come to the palace, and be treated like a princess for a day. Enjoy the lush gardens, well-appointed parlors, and the services of the staff. Feast on the finest fare prepared in the palace kitchens. There will be music in the ballroom, and all the great treasures of the ancients on display. And when at last it comes time for the day to end, we promise to treat you with respect and dignity. You can rest safe in the knowledge that you, too, will help bring us tomorrow’s sun.”

The guard rolled up the scroll, and looked at the scattered crowd expectantly. No one approached, although a few ponies talked quietly among themselves. More emerged from the houses and shops, drawn out by the offer, asking about any details they’d missed.

Fluttershy turned to Rarity. “We should go to the palace,” she said. “Isn’t this what you wanted? Why we came to Canterlot? You wanted one last day to live like a princess.”

“I wanted one last day to live the life I dreamed,” Rarity said, shaking her head. “Not to be paraded through some theme-park mockery of the royal life, just to fatten me up so I won’t embarrass the pompous ass who wants to dine on my derriere.” She turned, and headed for one of the smaller streets, away from the Guards. “Come, Fluttershy. We’ll find something much better than Blueblood’s ridiculous offer.”

As they left, Fluttershy could see a few ponies approaching the guards, asking questions or volunteering outright. She was relieved. Everypony had to be eaten, for the plan to work, and if that offer hadn’t been enough to entice them, then Equestria had no chance of uniting in time.

===

There was a quiet sob from an alleyway as they passed. Fluttershy and Rarity stopped, their gaze instantly pointing towards the source of the sound. Even in the best of times, they probably would have gone to investigate, hoping to help a pony in need, but they wouldn’t have glanced at each other silently, and plotted their approach like hunting wolves.

Rarity glued herself to the wall, where she could peek around the corner and watch, and waved Fluttershy in. Fluttershy nodded, and rose silently into the air, gracefully gliding over the piles of boxes and trash to get a look at whoever was trying to hide.

It was a young unicorn mare, with a cream-colored coat and a bright mane, and a pair of adorable glasses. She was huddled in the corner, between the boxes and the wall, reading a book, or pretending to. Fluttershy didn’t see her ever turn the page, and she kept taking off her glasses to wipe away her tears.

So she stayed up in the air, out of reach, where Rarity could see her and act to counter any magic, and made herself known. “Are you alright?”

The unicorn snapped her head around to stare at Fluttershy, with a haunted, frightened gaze.

“Please, don’t be scared,” Fluttershy said. “I’m not going to hurt you.”

“Liar,” the unicorn snapped. “You’re here to eat me, just like the others.” She scowled. “My so-called friends.”

“Maybe I can be your friend,” Fluttershy said. “My name’s Fluttershy.”

“I know who you are,” the unicorn replied. “Element of Kindness. Knighted by Celestia for the defeat of Discord. One of Twilight Sparkle’s friends.” She paused. “Moondancer.”

“That’s a lovely name,” Fluttershy said, settling onto the boxes, and letting her tail and right-side hooves drape over the side – still far out of reach of anypony who couldn’t fly. “Why are you hiding?”

“If I go home, they’ll find me,” Moondancer said. “My friends know where I live.”

“You know they can’t eat you without your permission,” Fluttershy said. “Discord might not have chosen the best way to save Equestria, but at least he was thoughtful enough to make sure it would stay civil.”

“They’re my friends,” Moondancer said. “I knew if they kept asking, I’d eventually say ‘yes’. Especially after last night. It was terrifying. I couldn’t sleep,” she dropped her gaze, as if about to doze off, then startled and turned it back on Fluttershy. “I still can’t sleep. I keep seeing the darkness.”

“Oh my!” Fluttershy gasped. “Did you eat anypony, yesterday?”

Moondancer shuddered. “I couldn’t ask. I was too shy.”

“You should have asked your friends to find somepony for you, to see you through the night.”

“I was too shy,” Moondancer repeated. “Why are you pretending to care?”

“I don’t like to see ponies hurting,” Fluttershy said, lowering her eyes, and letting her mane fall over her face. “Would you… would you like…”

“You’re here to eat me,” Moondancer said, turning back to her book. “I knew it.”

“Would you like to eat me?” Fluttershy offered, extending a wing.

“Fluttershy, no!” Rarity cried, galloping into the alleyway. “Fluttershy, you will not offer yourself to this pathetic mare. Look at her!” She gestured with a hoof. “She’s broken.”

“Maybe I could fix her,” Fluttershy said. “I could protect her, when the darkness returns.”

“It’s too late for that,” Rarity said, stomping a hoof. “She’ll never be able to sleep again, after spending hours exposed to the darkness, no matter how many ponies she eats. Come, let’s go, and leave her to her books.”

“No!” Moondancer said. “Wait!”

Rarity and Fluttershy turned towards her, and waited expectantly.

“I don’t want to be alone,” she said. “It was stupid to run. Please, don’t leave me here.”

“Fluttershy,” Rarity said, more quietly. “We have places to be. We can’t spend the entire day comforting one pony.”

Moondancer looked down.

“We can’t just leave her,” Fluttershy said.

Moondancer sighed. “Forget it. Let’s just get it over with. Please, Fluttershy… eat me.”

Maybe she expected the pegasus to protest, but Fluttershy simply smiled, and immediately swooped down off her perch to take Moondancer into a soft, feathery embrace. “Okay,” she said, “if you’re sure.”

Moondancer was a bit surprised, then her eyes squinted shut with tears, and she gave a quick nod as she pressed back against the warm fur. Fluttershy looked over at Rarity, and gave a predatory grin. Another successful hunt.

===

Fluttershy started with a gentle kiss on Moondancer’s muzzle, as they sat in the alleyway face to face, Fluttershy’s hooves on her prey’s shoulders, staring into each others’ eyes. Moondancer closed her eyes, and tilted her head up slightly to kiss back. Fluttershy opened her mouth, surprised, and felt the velvety soft nose of the sheltered unicorn push its way past her lips.

She eyed the horn, nervously, then took one of Moondancer’s forehooves in her grasp, and lifted it up to her mouth, pulling back off the unicorn’s muzzle to lick gently at the hoof, before slipping it inside. She repeated with the other forehoof, as Moondancer sat there, confused, looking down at her forelegs as they vanished into Fluttershy’s mouth, uncertain what to do next.

Rarity came to the rescue, placing a hoof gently on Moondancer’s back, while the other guided her head down between her forelegs, and once again her muzzle slipped into Fluttershy’s mouth. “Angle your muzzle down, dear,” Rarity said to her. “Keep your horn between your arms.”

It was still a bit awkward, getting the inconveniently-shaped unicorn head into her throat, but with the hooves stretching the passageway out ahead of time, being tugged in farther in with each swallow, and Rarity helping by bracing Moondancer’s neck as Fluttershy pushed forwards, she managed the task, although it left a visible lump from Moondancer’s muzzle traveling down her neck, and made it hard to breathe.

But there was no turning back – the rich, salty flavor of the pony in her mouth had awakened the hunger inside her, and she felt her tiny fangs form, scraping down Moondancer’s neck as it slid into her mouth. She reached out with her hooves, digging them in to the unicorn’s side and greedily tugging more and more of her into her mouth. Spots started to form in her vision, but she didn’t even think of stopping, even as she started to feel lightheaded, her lungs screaming for air…

And then it was through. Moondancer’s head popped safely into her stomach, and her nostrils flared as she took in air, chest heaving around the bulging mass still stretching out her throat, her lungs pressing against the sides of the pony inside her with each gasp.

“Are you okay?” Rarity asked, and Fluttershy tried to nod in response, wiggling Moondancer’s rear end up and down. “You look like you’re straining, dear. Let me help.”

Fluttershy had no way to explain, so she didn’t protest as Rarity nuzzled under Moondancer’s tail, between her legs, and slid forwards, sliding her silky mane and petite horn down her belly, and across Fluttershy’s chin and throat. Once she was in position, Rarity lifted Moondancer up with her shoulders, the little cream-colored legs kicking in midair as they lost contact with the ground.

With the angle adjusted, gravity had its way, and with a few more powerful swallows, Moondancer slid down into Fluttershy’s belly, which bulged as it stretched around her.

Fluttershy closed her eyes, and took a deep breath, then sighed and settled to the ground to rest for a bit, before continuing on. “That was much better than last night,” she said.

“She was adorable,” Rarity said, stroking Fluttershy’s mane, and across her cheek, then sliding her hoof down to press into her belly and stroke Moondancer as well. She jumped back as Fluttershy’s belly suddenly started to glow from within, the unicorn she’d eaten visible as a dark shadow, curled up on her back with her tail tucked between her legs. “What in Equestria?” Rarity asked.

The shadow shrugged. “Don’t mind me,” she said, “I figured it would take a while to digest, so I brought a book.”

Author's Note

Pretty sure I got 'Fluttershy pretends a stallion is really a bear to feel more comfortable around them' from somewhere, but I don't remember where. Blah.