Uniting a Nation

by terrycloth

Rating: mature
Tags: Diamond Tiara, Slice of Life, My Little Pony: Friendship is Magic, Dark, Death, Zecora, Fetish, Scootaloo, Cheerilee
Length: 53407

Equestria is doomed. The rest of the world is already gone. To build a new world, all the ponies must unite into one being... by eating each other.

It was probably Twilight Sparkle's fault, but nopony knows for sure. The world has just been destroyed. Equestria is hanging on, temporarily, thanks to the magic of its ponies. In fact, with all its ponies' magic combined, they could make a new world!

Unfortunately, the only creature willing to help them do that is Discord, and he decided to have fun with it. So to combine their power, the ponies have to eat each other until only one remains -- and the magic that lets them do that only works if the meal is willing.

Yes, this is an excuse for willing fatal soft vore.

Inspired by Tales From Vorequestria. Especially the fact that it explicitly denied having continuity. I want continuity! :derpytongue2:

Published 2015-08-24 12:00:02 UTC
Last updated 2017-03-14 06:18:52 UTC

Classroom Demonstration

Cheerilee went through the motions of teaching basic arithmetic to her class, writing the numbers up on the chalkboard and demonstrating how to carry the one. “Does anypony want to come up and give it a try?” she asked.

There was no response. “Anypony?” she asked again. “Scootaloo, would you like to come up and –“

“Just cut to the chase already!” Scootaloo said, slamming her hooves down on her desk. “You said you’d tell us what’s going on with all the adults, and why everypony’s acting so weird. So why are we learning math?”

Cheerilee frowned. “We’re trying to keep things as normal as possible, under the circumstances,” she said. “That means that lessons will continue for as long as they can.”

There was a knock at the door. She sucked in a sudden breath, then smiled for the children. “But it sounds like our special guest is here, so why don’t I turn things over to her.” There was mumbling behind her as she walked over to open the door, then stepped back to allow the other pony in. “Class, I believe you all know Princess Twilight,” she said, trying to remain calm.

“Hi Princess Twilight!” said the foals, in unison.

Twilight frowned at Cheerilee, then turned to smile at the class. “Hello, class! How much has Cheerilee told you about what I’ll be discussing today?”

“Not a lot,” Applebloom said.

“Nothing at all!” Sweetie Belle said. “And Rarity wouldn’t tell us either!”

“My daddy told me all about it,” Diamond Tiara said, with a smirk. “I guess he loves me more than your sister.”

“Did he,” Twilight said, raising an eyebrow. “Would you like to come up and help with the demonstation then, Diamond Tiara?”

The little pink foal froze in her seat. “No, I think I’ll let you and Miss Cheerilee give the lesson you were planning on for the others,” she said. “There’s need to hog all the attention for myself.”

Twilight nodded. “In that case, I believe we should start at the beginning.” Her horn sparkled, and an eraser lifted and started erasing the board while she drew a quick diagram with chalk. “How many of you are familiar with the multiversal theory of time travel? The ‘trousers of time’?”

Some of the kids snickered, but nopony raised a hoof.

“Well, then, I’ll explain,” Twilight said brightly. “The way the theory goes, is that if you travel back in time and change something, what you actually do is create a parallel universe. In one of the branches, things continue as they had before, while in the other,” she levitated the pointer to indicate the lower branch, “the changes you made take effect.”

“So time travel creates a whole new universe?” Applebloom asked, making a face. “That don’t sound right.”

“It isn’t!” Twilight said. “The amount of energy needed to create and sustain an entire universe is completely ridiculous! In order to build up that much magical energy, you’d have to have everypony in Equestria working together to charge the spell, and most of us aren’t even unicorns, let alone the sort of high-level unicorn that’s even capable of such a feat.”

“Tho time travel’s impothible then?” Twist asked.

“Unfortunately… no,” Twilight said. “We don’t know who or how, but somepony managed to travel back in time and change the past. It turns out that when you do that, the energy that determines which universe is real is transferred to the new, self-consistent timeline, and everyone in that universe assumes the time travel created a stable loop and ended up causing itself. We now know that that theory isn’t true either.”

The class stared at her, dumbfounded.

“Because we’ve been left behind, in a universe without enough energy to sustain its existence. The only thing keeping the world in one piece right now is the consciousness of the ponies in it, and that isn’t going to work for long.” Here, she drew an illustration of a dashed line around a group of pony stick figures, wavy lines emanating from their heads as if holding the dashes at bay. “Most of the rest of the world is already gone – it looks like only ponies have enough magic to maintain their surroundings under these conditions.”

The class continued to stare. Finally, Sweetie Belle said, “What?”

“It means that all of you are going to die,” Diamond Tiara said, with a smirk. “And you’ll never get your cutie mark, blank flank.” Silver Spoon chimed in for the last two words.

“Fortunately,” Twilight gave her a stern look, as she continued. “Discord visited from the real world, and gave us a solution, before leaving us forever. Unfortunately, it’s a Discord solution.”

“Wait, stop, she’s lying, right?” Scootaloo asked. “We’re not all going to die!”

“That’s… a matter that’s up for some debate,” Twilight said, scraping at the tiled floor with a hoof. “In order to save the world, we need to cast the spell to create a new universe, which requires uniting all the ponies in Equestria. This means that nopony’s magical energy is going to be lost, like it would be if they died normally. Unfortunately… there’s no sign that a pony’s consciousness, memories, or personality persists in any way, although since we have no way of measuring consciousness, it’s entirely possible that it’s simply merged with the pony that eats them.”

The class stared, again.

“Right! I should have mentioned that part first,” Twilight said, drawing a diagram on the chalkboard, of two stick figure ponies doing something that looked incredibly dirty. “Discord’s solution is for us to eat each other.”

“This is a prank, right?” Scootaloo said, shouting over the general hubbub. “You got all the adults to act all weird so that you could come in here and get us to fall for it.”

“I’m afraid not,” Twilight said. “Which is why we arranged for an in-class demonstration, so that not only will you be perfectly clear on just what is involved, but also so that you’ll have a good idea of what you need to do if you decide to be the one to eat another pony. Cheerilee, are you ready?”

Cheerilee startled, having zoned out in a corner while Twilight talked. “Yes,” she said. “Yes, I’m ready,” she said, closing her eyes. “Twilight, you have my permission to eat me.”

Twilight’s hoof touched her muzzle. “Oh, so that’s why you were so nervous,” she said, softly. “No, Cheerilee, you don’t understand. We would never have asked you to allow yourself to be eaten for a demonstration. An order from a Princess is too much like coercion – we wouldn’t feel good asking ponies to be eaten by us.” At Cheerilee’s confused look, she smiled. “Which is why all of us – Celestia, Luna, Cadance, and I – have decided to be among the first ponies eaten. Cheerilee, the demonstration is going to be you eating me.”

“What?” Cheerilee asked, eyes wide. “But you said that you were going to give a lecture on the proper technique!”

“I am!” Twilight said. “And I could hardly do that with my mouth full, could I? Just be sure to start from my rear hooves so that I can talk the class through the entire process.”

Cheerilee nodded, still not focusing completely. She felt the relief that she wasn’t to be the meal washing through her, and shame that she’d rather being the one who survived for another day, even if it came at the price of another pony’s life. “How can you be so calm?” she asked.

Twilight smiled sweetly. “Because I want to do this, and because it has to be done. Because I’ve already eaten one pony, and I’m curious what it’s like from the other side. And because… it’s only temporary. Life is only temporary. Memories, knowledge – the part I enjoyed was making them, not having them. So nothing important is being lost.

“I might not remember, or even be the same pony, but I have faith that the essential part of me, the ‘me’ that’s experiencing all this, will be there in some form in the next world. So this isn’t goodbye forever, it’s only for a little while, until all of us are one.”

She held up a hoof, and Cheerilee raised her hoof to touch it. “Until all are one,” the teacher replied.

Twilight laughed, breaking the tension, and turned back to the class. “Now, class, what’s the first and most important thing you have to be sure of when you decide to eat another pony?”

None of them responded.

“Um… whether you should eat them headfirst?” asked Snails, from the back of the class.

“Good effort,” Twilight said, “but no. The most important thing to be sure of is that you have the pony’s permission. Discord’s magic is going to enforce this, so in theory you could assume you had permission and see whether you actually were able to eat them or not, but we encourage everypony to ask first, and be confident in their meal’s answer.” She turned to Cherilee.

“Twilight, may I eat you?” Cheerilee asked, after a second, realizing that she was being prompted.

“You most certainly may!” Twilight said, turning and lifting one of her rear hooves towards Cheerilee’s mouth.

“Now, the easiest way to start is with a pony’s hooves – whoa!” She broke off as Cheerilee lifted her other hoof, and placed both of them in her mouth, running her tongue over the sensitive bits on the inside. Twilight giggled, “Cheerilee, that tickles!” she said, squirming a little and trying to pull away, but Cheerilee had her firmly gripped by the haunches, and held her in place, slowly feeding the hooves into her throat.

“That was mean,” Twilight said, pouting. “But probably acceptable,” she said, to the class. “This is the last thing that the pony you’re eating is going to experience, so playing around with the process is okay, as long as you make sure that they enjoy it. Oh, wow,” she let out a gasp as her legs slowly slid down Cheerilee’s throat, enfolded in tight, wet muscles. “This is consistent with my expectations, but so much – so much more intense, you know?”

Cheerilee was unable to answer. Discord’s magic was at work, making her bones and flesh stretchy enough to take Twilight’s legs in, even as they got thicker and spread wider apart as her lips approached the princess’ rump, but it was still a tight fit, and she couldn’t talk. It was a miracle that she could even breathe! Or, more likely, another part of the spell.

“Right,” Twilight said, “I’m supposed to be explaining how to do this, aren’t I? The position we’re demonstrating is a standard rear-hooves first position, which is recommended if you’re friends with the pony you’re eating, since it lets them talk as long as possible. It’s important, after you put the pony’s hooves in your mouth, to feed them into your throat as soon as possible – it’s the throat muscles’ swallowing motion that gives you the strength you need to pull the rest of the pony inside. Oh!”

Cheerilee’s nose bumped against Twilight’s rear, under her tail.

“Now, here’s the first tricky bit,” Twilight said. “The tail. As it stands, Cheerilee’s set to fold my tail back against my spine, swallowing it pinned against my back or side. It might have been smarter for us to arrange for it to be eaten first, so that it could drape down against my legs. But it’s not too late!” She curled her tail around to the side of the teacher’s distended mouth, and Cheerilee took the hint and pressed it inside with a hoof, using her tongue to help it slip deeper in, then swallowing as it reached her throat. “There! Now my tail’s in a more comfortable position, and Cheerilee’s set to start swallowing my body.” She saw that Sweetie Belle was raising a hoof. “Yes? Sweetie?”

“Does it hurt?” she asked.

Twilight smiled. “There’s no pain,” she said. “Discord promised, and from what I’m feeling now, and from what I felt when I ate Roseluck to test whether he was serious when he said he’d made it so that ponies could eat each other, he seems to have made good on his word. Right now, Cheerilee’s feeling very stretched out, and I’m feeling a great deal of pressure on my legs and sides…” She shivered a bit as Cheerilee’s lips slipped slowly over her cutie marks, and the teacher’s tongue started to lick at her belly, teasing her a bit there. She’d skipped the lewder possibilities, this being a classroom with children present and all.

Twilight turned to another foal. “Yes? Silver Spoon?”

“So… like… you’re going to be dead after this, right?” she asked.

“I’m not going to be alive,” Twilight said, nodding and taking a step back as more of her body vanished into Cheerilee’s gaping maw. “This is the last time I’ll be able to talk to any of you.”

“Aren’t your friends gonna miss you?” Applebloom asked, without raising her hoof.

“Most of them are planning to be eaten soon as well,” Twilight said, folding her wings down so that they could slip easily into Cheerilee’s mouth. “Now, class, pay attention, because this is very important. If you’re a pegasus being eaten, you need to fold your wings and keep them folded! If you wait too long it’ll be the same problem as with a tail, only much worse since you have two wings and because they’re far more sensitive than a tail.”

Cheerilee’s lips slid up over her wings, but with the feathers pointing back, the pressure made them want to stand up straight and fight against being swallowed. “Ah! Careful Cheerilee, could you?” Cheerilee couldn’t nod, but she lifted her hooves up and used them to stroke Twilight’s wings, helping each feather slip inside, where the saliva gummed them down tightly, letting them slip down into the tapered opening of her throat with only a little ticklishness.

“If you’re eating a pegasus,” Twilight said, now only her head and shoulders, and her front hooves, sticking out of the teacher’s mouth. “Stroke the wings to get the feathers inside smoothly. Now, this next part is optional,” she said, lifting one forehoof up off the ground, and bending it so that her hoof prodded at Cheerilee’s lips. “It’s entirely reasonable to let your hooves stick out and be the last thing swallowed – it’s not an uncomfortable position – but if you want to be more compact, you can insert them like… so!” She twisted her hoof and pressed it in against her side until she managed to wedge it into Cheerilee’s mouth. “See? If you’re eating a pony, you can do the same thing.”

Cheerilee, set one hoof on the ground to support herself, and lifted up Twilight’s other hoof, stretching open her lip with her tongue to give it space to fit inside. As soon as both hooves were in, Twilight wriggled her shoulders and slid her forelegs inside the mouth, down the slick sides of her torso and directly into Cheerilee’s throat.

“Okay,” Twilight said. “Now as you can see, the widest part of my body is deep inside Cheerilee’s throat, and we’ve performed all the limb manipulation that we’re going to need in order for her to swallow me completely. At this point, to speed the process, the pony doing the eating can tilt themselves back and let gravity do the work.”

Cherilee reared up onto the desk, propping herself up with her hooves and lifting her head towards the ceiling. Faster than any of the foals could have imagined, Twilight’s head slid out of sight, and the massive bulge of her body in Cheerilee’s throat shifted down into the stomach, leaving the teacher’s belly huge and round. She grunted, burped, and sank to the floor, holding her forehooves against the bulge, feeling Twilight inside her shifting around to get comfortable, as her hind legs splayed out to either side.

“Any more questions?” came Twilight’s voice, from inside her.

Sweetie Belle shrieked.

“You’re thtill alive?” Twist asked.

“For a little while longer,” Twilight said, her voice muffled. “If you want to come up and feel Cheerilee’s belly, you’ll be able to feel that I’m still intact, inside her stomach.”

Cheerilee nodded, and the foals came up to poke at her full belly in wonder.

“I’m already being covered in her digestive juices, however, so over the next few hours I’m going to soften and dissolve,” Twilight explained. “At some point during that process, I’ll stop being able to talk… and a little while after that I’ll go to sleep, and, well, never wake up.”

“But you could still teleport out, right?” Applebloom asked, pressing hard against the teacher’s belly with a hoof.

Twilight laughed. “I could! But that would waste all of Cheerilee’s hard work.” She pressed her hoof back against Applebloom’s, and the little earth pony leapt back in alarm. “Eating a pony is exhausting! Being eaten, on the other hoof… wow. It’s really nice in here. It’s warm, and soft, and dark… and my wings were poking at something but I just had to wiggle a bit to get comfortable. It’s… it’s really nice.”

Cheerilee just breathed for a while, unable to stand, then croaked. “Alright, children –,” she coughed, and rubbed her throat a bit, then continued in a normal tone of voice. “Alright, class. That’s the end of Twilight’s demonstration, for now. At this point we’re going to combine recess, lunch, and homework.”

The colts and fillies groaned.

“Don’t worry, it’ll be a fun assignment!” Cheerilee said. “I want you all to go out into the schoolyard, and each of you choose a pony either to eat or be eaten by. Remember that they have to agree!” As her class nodded and murmured agreement, she added, “I expect half of you back here in one hour, at which point we’ll check in on Twilight again and see how she’s digesting.”

===

The Cutie Mark Crusaders sat outside in the playground, staring at each other. Around them, the rest of the class was pairing up – Rumble was eating Featherweight, Twist was cautiously putting her rear hooves in Truffle’s mouth, and Snips and Snails were trying to both eat each other, which seemed like a doomed enterprise.

“Well, fine,” Applebloom said, at last. “If my sister’s going to get eaten soon, then I guess there’s no point having me stay around to be sad about her. One of you can eat me.”

“Not me,” Sweetie said. “If Rarity’s going to be eaten then I want to be eaten too!”

“I don’t think I can eat both of you,” Scootaloo said. “Cheerilee said she wanted half the class back, so I think we’re supposed to pair off.”

“You’re not sad about Rainbow Dash?” Applebloom asked.

“Rainbow Dash is way too awesome to get eaten just like that,” Scootaloo said. “Twilight said most of her friends were going to get eaten soon, which means that some of them weren’t. Obviously she meant Rainbow Dash.”

“Oh, that makes sense,” Sweetie Belle said.

“But if you two are going to get eaten, who am I going to play with?” Scootaloo asked.

“Rainbow Dash?” Sweetie Belle suggested.

“Yeah!” Scootaloo said. “That works. After class I’ll go find her and have her eat me, too. That way we can all be in this together, just like always.”

“Cutie mark crusader pony meals, yay!” they all shouted, clopping their hooves together.

“But which of us are you gonna eat right now?” Applebloom asked.

“Sweetie Belle,” Scootaloo said, without hesitation. “Sorry, Applebloom, but I’ve known her longer.”

“That’s okay,” Applebloom said. “I’ll just find somepony else to get eaten by, if there’s anypony still lookin’.”

“Okay, but have them come over here and eat you with us,” Sweetie Belle said, as Scootaloo sucked on one of her hooves, trying to figure out how to fit the other into her mouth. “We should be together at the end.”

Somehow, she found herself over by Diamond Tiara, if only because all the fillies and colts who hadn’t already paired off were there. Most of the class had, and were scattered around the courtyard in various stages of ingestion, but a good half dozen were clustered around Diamond Tiara and Silver Spoon, who had apparently designated themselves as the class matchmakers, and were assigning pairs. Peachy Pie was sitting next to Diamond Tiara, waiting nervously, while Silver Spoon was standing on her own, off to the side.

Applebloom was at the back of the line, so when she got to the font all the other ponies were already gone, running off to eat each other.

Silver Spoon looked at her, and pouted. “Tiara! You said you had something special saved for me!”

“And I do! I figured as long as I’m eating a peach,” she nudged Peachie Pie, who gave a weak smile, “you could eat an apple!”

“Ugh,” Silver Spoon said. “Do I really have to eat a blank flank?”

“Well, one of ya’ll has to do it,” Applebloom said. “If Applejack and Twilight are getting’ eaten, I don’t think I want to stick around.”

“Fiiine,” Silver Spoon said. “But you’ll owe me one, Apple.”

Applebloom gave her a look. “I won’t owe ya nothin’,” she said. “I’ll be gone.”

“Then we’ll take it out of your things,” Diamond Tiara said, smirking. “We’ll go visit your farm after your whole stupid family is eaten up, and take everything we want.”

“If we even want anything from a dirty stinky farm,” Silver Spoon said. “Ugh.”

“Fine by me,” Applebloom said. “Just come on over by Scootaloo and Sweetie Belle. We wanted to get eaten together.”

“Um… no way,” Silver Spoon said. “Diamond Tiara already said that I could eat my pony with her.”

“Then you could both come?” Applebloom suggested.

“I don’t think I want to wear myself out walking all the way across the schoolyard,” Diamond Tiara said. “Eating a pony is quite exhausting, you know?”

Applebloom fumed. “Fine. Then eat me headfirst, ‘cause I sure as sugar don’t want to see the two of you any longer than I need to.” She shoved her muzzle up against Silver Spoon, who recoiled for a second, before opening her mouth and trying to take it inside. But while she managed to get her teeth around Applebloom’s nose and chin, her jaw wouldn’t stretch to take her inside.

“Come on, Apple,” Diamond Tiara said, “you want to get eaten, don’t you?”

Applebloom closed her eyes, and thought about the farm being empty, with only her watching the apples on the trees rot, without her sister or brother around to buck ‘em. With no Scootaloo or Sweetie Belle – just Diamond Tiara to come tease her every day. With things getting worse and worse as the world wore out, until the last few of the most stubborn ponies had to argue and argue until they finally decided who should eat who, at the end. Yeah, she didn’t want to be around for that.

With the filly’s lips pressed against her, she felt Silver Spoon’s jaw pop out of joint, and the lips stretched impossibly wide as they slid down her muzzle and up over her eyes, leaving everything dark. She went limp, and let Silver Spoon do all the work of getting the rest of her inside. It seemed to take forever, but it was a calm, quiet forever, the outside world muffled as the slick walls of Silver Spoon’s throat pressed against her ears, the little filly’s racing heartbeat pounding in them as she struggled to swallow her down. Everything getting all warm and wet and tight, until the whole world tilted and she slid down like a waterslide, into a snug little pouch in Silver’s belly, instinctively curling up into a little ball, as she felt herself start to slowly melt away.

She thought about what Twilight had said, about how the pony’s consciousness might merge with the pony that ate her, and thought about being Silver Spoon, and thinking horrible Silver Spoon thoughts. Spending the rest of her life with Diamond Tiara. Ugh. She really hoped that part wasn’t true.

===

After recess, half the class came back to the classroom.

Half the class plus one. Snips and Snails had tried to eat each other simultaneously, and had ended up having to have the other surviving foals – all bloated and clumsy from their own meals – pull them apart from already being halfway down each others’ throats. By the time that was done recess was almost over, so the two colts – fur all damp and slick on their rear halves from their failed attempt – came back to class to explain to the teacher.

Cheerilee just shook her head. “Okay, as make-up work, I want the two of you to find some other pony to eat you. Another pony besides each other this time!” She certainly didn’t want either of them to end up being the one pony left over who created the new world!

“Yes miss Cheerilee!” the two of them said.

“Now, class, let’s check in on Twilight.” Just from looking at her stomach, the class could tell that the pony inside had softened – instead of being stretched and lumpy, it was still stretched, but smooth. “Twilight? Are you still there?”

Something shifted inside her, but the only noise anypony heard was a faint gurgle.

“I think she’s still alive, but no longer able to talk,” Cheerilee said. “I can still feel her moving.”

A small purple glow appeared in front of Cheerilee, and Twilight’s faint voice came from it. “I’m mostly gone,” she said, sounding dazed. “Most of my body is soup… I don’t really have lungs anymore, or vocal chords… I can still use a little magic, though.”

“Twilight, I’m scared!” came Sweetie Belle’s voice, from inside Scootaloo. There were several other ‘me too’s from other pony’s bellies.

“It’s okay,” Twilight said. “It doesn’t hurt… just go to sleep…” There was a fizzle and a pop, and the purple light vanished in a shower of sparks.

The ponies who’d eaten their classmates looked shaken. Cheerilee gave them her best smile.

“Don’t worry class,” she said. “Soon, it’ll all be over, and there’ll be a new Equestria, full of new, happy ponies who can run and play and live in peace… but for now, I’m letting you out early. Go have fun, while there’s still time!”

Winning a Bet

“Rainbow Dash!” screamed Scootaloo, as she buzzed down the street on her scooter. She kept looking up at the sky, but there was no sign of her idol – there were no pegasi at all, which was weird. “Rainbow Dash! Hey, Sparkler, have you seen Rainbow Dash?”

The unicorn peered at her, looking up from her picnic lunch. “Shouldn’t you be in school?”

“Cheerilee let us out since the world’s ending and all,” Scootaloo said. “I’ve got to find Rainbow Dash!”

“All the pegasi flew to Cloudsdale,” Sparkler said. “Some sort of big contest. Didn’t you see the flyers?”

Scootaloo frowned. “But Rumble and Featherweight were in class.”

“Well, yeah. Twilight and Cheerilee were supposed to take care of the foals.” Sparkler stood up. “I was wondering how they were going to eat you all, but I figured it was a princess thing. Wasn’t really paying attention. Do you want me to eat you?”

“No! I want Rainbow Dash!” Scootaloo said, zooming away.

Sparkler snorted. “Good luck with that, kid.”

“Raaainbow!” She dashed down street after street, but while she saw lots of ponies – many of them bloated with the aftereffects of their own pony meals – there was no sign of Rainbow Dash.

“Scooter! Scooterloo! Over here!”

Scootaloo saw the little filly waving at him, and slid to a stop by Dinky’s house. She didn’t know her very well – Dinky didn’t go to school very often. “What do you want?”

“Rainbow’s in here, eating my mom,” she said, pouting.

Before she could even finish the second part, Scootaloo was already inside the little one-room hut. Sure enough, there on the bed, was Rainbow Dash struggling and squirming and trying to fold down the grey wings of a pegasus who looked like she’d flown headfirst into her mouth and gotten stuck.

“It isn’t going so well,” Dinky said.

“Derpy, stop flapping!” Scootaloo said, hopping up onto her back and trying to help Rainbow Dash fold down her wings. There was a muffled reply from inside. “You have to fold your wings or Rainbow can’t eat you!” She spread her own wings for balance, as Derpy jerked and kicked, trying to shove herself in despite Rainbow’s lips already being wedged against the base of her wings.

“Come on, Dinky, help!” Scootaloo said, grabbing onto the panicked pegasus’ left wing with her teeth. Dinky slowly walked over, and looked up as Scootaloo was hit in the face by Rainbow’s flailing hoof.

“Oowee,” Rainbow Dash said, trying to talk around the mass in her mouth.

“But I don’t want mom to get eaten,” Dinky said. “I’ll be all alone!’

“She wants to get eaten!” Scootaloo said. “She’s just no good at it. Come on, we need your help!” She rolled her eyes. “Look, I came here to get Rainbow to eat me, but if you help me with Derpy I’ll eat you first. Then you won’t have to be alone. Sweetie Belle’s already in there.” She patted her belly, which was already almost back to normal. It was kind of weird that she’d burned off an entire pony that fast, but she had been working really hard buzzing around town, and getting lots of exercise.

Dinky wasn’t a lot of help, but she made a token attempt. Maybe Derpy recognized the touch of her hoof, because when she reared up to help fold down the wing, the crazed flapping calmed down and Scootaloo and Rainbow were able to get enough of it inside Rainbow’s mouth that it couldn’t flap anymore.

The other wing was up against the wall, so Dinky had to climb onto the bed with Scootaloo to help fold it. Once they were both in, Rainbow Dash slumped in relief, her throat muscles working to slowly pull Derpy further inside, while for her part Derpy kept kicking against the head of the bed to push herself deeper in.

Dinky leaned on her mother, and sniffled. Scootaloo rolled her eyes, and bit down on Dinky’s tail. “Come on, there’s no time for that,” she said. “Do you want me to eat you or not?”

Dinky sat down, smacking Scootaloo’s head against the wall, and sniffled some more. “Okay.”

Scootaloo hissed, and grabbed on to the little pink unicorn with her hooves, and gobbled up her tail, as quickly as possible, trying not to hiccough as it slipped into her throat. She stretched her jaws wide around Dinky’s behind, lifting her up a little so that her chin could slip under her legs, already folded forward from how she was sitting.

It wasn’t like eating Sweetie Belle at all. Sweetie had been chatty the whole time, and while both of them had been a little miffed that Applebloom had gone off and gotten eaten without them, it had still been a lot of fun and Sweetie had described everything to her with plenty of enthusiasm. Dinky just sort of sat there like a lump, crying and pressing her hoof against her mom’s cutie mark, until it vanished into Rainbow’s maw and they couldn’t really reach each other anymore.

So once she had a good grip, both hind legs most of the way into her mouth, Scootaloo buzzed her wings and tilted herself back, letting gravity help slide Dinky the rest of the way inside. Even that was worse than with Sweetie – Sweetie Belle had tilted her head so that her horn could go down smoothly, but Dinky let it scrape against Scootaloo’s throat, all the way down. She pressed her hooves against her neck to try to shove the point of the horn into a better position from outside, but Dinky started struggling and that just made it worse.

But finally, it was over, and she groaned in relief as Dinky settled back into her ‘like a lump’ state in her stomach. “So glad that’s over,” Scootaloo said. “Could those two be any more of a pest?”

“Hey!” Rainbow Dash said, rubbing her own stomach, with Derpy inside. “They can still hear you, you know.”

“Yeah, but they can’t do anything about it,” Scootaloo said.

“Sorry!” Derpy said in a muffled voice. “I don’t know what went wrong!”

“You kept flapping!” Rainbow Dash said. “I told you to fold down your wings but you kept flapping!”

“I couldn’t help it! I’m sorry!” she sounded like she was almost in tears.

Rainbow Dash sighed. “It’s fine, Derpy, it all worked out. Just… get some rest.”

“And you’ll take care of Dinky?”

Rainbow Dash gave Scootaloo a look. How could she not know? “Yeah, Derpy, Dinky’s taken care of,” she said.

After they were both rested enough to move, Rainbow Dash and Scootaloo rolled off the bed and headed outside, waddling a bit with the still-very-solid ponies filling their tummies. “So what’s up, squirt? You said you wanted me to eat you?”

“Yeah,” Scootaloo said. “I mean, Sweetie Belle and Applebloom are already gone, so you’re all I have left. And if you could eat me that would be the best thing ever!” She bounced happily, buzzing her wings.

“What about your folks?” Rainbow asked.

“They’re boring,” Scootaloo said. “I want you, Rainbow Dash!”

“Well…” she seemed to be considering it. “Hey, wait – you said Applebloom got herself eaten?”

Scootaloo nodded. “Yeah, when she heard Applejack was going to get eaten, she just sort of gave up.”

“Bwa ha ha ha ha!” Rainbow Dash rolled over on her side, flailing her limbs as she cackled. “Oh, Celestia! When Applejack hears that she’s going to –” she rolled back up onto her feet, and tried to crouch down so that Scootaloo could get on her back, although Derpy sort of got in the way. “Come on, we have to get to Sweet Apple Acres before it’s too late!”

Scootaloo happily scrambled up onto her back, her wings helping her make up for Rainbow’s inability to crouch. Dinky was sort of getting in the way too, so Scootaloo had to sit up on Rainbow’s back, like she was Spike or something. “Too late for what?” she asked, reaching down to steady herself with her forehooves as Rainbow started to move.

Rainbow Dash flapped her wings, grunting a bit and straining with the weight of four ponies, but managed to get some lift after a few seconds. She’d carried that many ponies before, and two of them were foals this time. “She made a bet with Filthy Rich, about whether Applebloom or his daughter would last longer. I’ve got to see her face when he comes to collect!”

Rainbow’s flight faltered for a second, as Derpy squirmed around inside her. “Can I see too?”

“No, Derpy, you’ve already been eaten,” Rainbow Dash said patiently. “You can listen, though!”

===

“I’m not sayin’ you’re a liar,” Applejack said. “I’m just sayin’ that there’s still plenty of time for Applebloom to show up.”

She was standing in front of her house, talking to Filthy Rich while his daughter and her friend stood nearby, smirking.

“I’m not sure what exactly you expect me to produce as proof,” Filthy Rich said. “I have my daughter’s word that Applebloom was eaten by miss Spoon, here, and you know I’d never cheat on a deal like this. It’s bad for business.”

“Like that’ll matter,” Applejack said. “Once we’re gone, who’ll call ya on it? Who else even knows about the bet?”

“And that’s my cue,” Rainbow Dash said, dropping out of the tree she’d snuck up and perched in while the two of them were arguing. Scootaloo gave a loud grunt as she dropped to the ground beside her, her wings providing even less lift than normal with Dinky still weighing her down. “Sorry, AJ, but you are a loser.”

Applejack glanced over at Rainbow Dash and narrowed her eyes. “Shouldn’t you be eaten by now?”

“The only other pegasus I could find was Derpy, and she kind of forced herself into my mouth before I could even say anything,” Rainbow Dash said. “I’ll probably go join the big contest up in Cloudsdale, maybe get into the semifinals and get eaten by a Wonderbolt or something. But that’s not why I’m here!”

“Then why are you here?” Filthy Rich asked.

“To see the look on her face when she finds out she lost her bet!” Rainbow Dash said. “Sorry, AJ, but Applebloom is toast.”

“More like soup,” Silver Spoon said, jiggling her tummy.

“Wait, you ate her?” Scootaloo asked. “Why would she let you eat her?”

“Because it was better than being eaten by a stupid blank flank pegasus who can’t even fly?” Diamond Tiara suggested.

Scootaloo scowled, spreading her tiny wings. “Better than being eaten by a stupid mean bully who can’t even think up her own insults!”

“Please stop fighting,” whimpered a voice from inside her.

Scootaloo growled, then settled down. “Sorry, Dinky,” she said, rubbing her stomach.

“Oh. My. Celestia. Diamond Tiara, was that Dinky?” Silver Spoon stalked over towards Scootaloo.

Diamond Tiara joined her, and they started circling around their target. “It was! Scootaloo ate Dinky!”

Silver Spoon laughed. “First Sweetie Belle, and then Dinky Doo. She’s really scraping the bottom of the barrel.”

“Well, where else would a little flounder like her feed?” Tiara asked.

“What?” Scootaloo said.

“Oh that’s perfect!” Spoon said.

“I know! Isn’t it?” Tiara replied. “Bump bump sugar lump rump!” They did their little victory dance, and both started laughing.

“I’m not a flounder,” Scootaloo said.

“You flounder in the air, and now you flounder on the ground, too,” Silver Spoon said. Then, together with Tiara, they chanted, “Flounder flounder flounder!”

“Stop calling me things I don’t know the meaning of!”

Meanwhile, Applejack was standing near Filthy Rich and Rainbow Dash, her head lowered, her hat held over her chest. She wasn’t crying, but she wasn’t saying anything either.

“Huh,” Rainbow Dash said. “That is not the look I was expecting.”

“What, did you think I’d be happy?” Applejack snapped.

Rainbow shook her head. “I thought you’d be a lot angrier, and a lot less depressing. What’s the big deal?”

Applejack threw her hat at Rainbow, who cringed back and blocked it with a wing. “My sister’s dead!”

“So?” Rainbow Dash said. “We’re all going to die. We’ve got, what, a week? Maybe two? You’ve let her out of your sight for longer than that before.”

“And I missed her something fierce,” Applejack said. “But I kept on knowing that when it was all over and done, she’d be back home waitin’ for me. Now all that’s left is missin’ her, and there ain’t no homecoming.”

Filthy Rich put a hoof on Applejack’s shoulder. “That’s why we made our bet, isn’t it, Miss Apple? Neither of us wanted to carry on without the ones we love.”

Applejack took a deep breath. “I reckon that’s so. Mister Rich, you have my permission to eat me.”

Filthy Rich stroked her face. “And you have my forgiveness for not taking me at my word. It’s obvious that this is a very painful thing for you to face – anypony would have been in denial.”

“Yeah, yeah, I shouldn’t’a doubted you,” Applejack said. “Just get on with it already.”

“Actaully, my dear, if you don’t mind I’d like to attend to Granny Smith. The two of us go way back, and I’d like to be there to put her to rest,” Filthy Rich said. “Diamond Tiara! Silver Spoon! Stop playing with your little friend and come join us, we’re discussing the disposal of the Apple Family!”

Applejack narrowed her eyes at the two of them, then at Filthy Rich, raising an eyebrow.

“What?” Diamond Tiara said. “Do you think I can’t manage it? I can eat anypony you put in front of me!”

“Even Big Mac?” Rainbow Dash asked.

“Ha!” Diamond Tiara grinned. “Yes! I’ll eat Big Mac, and Silver Spoon here can eat another Apple.”

“Smile, Applejack,” Silver Spoon said, wiggling her tummy. “You’ll be with your sister soon!”

===

After laying out a blanket, since she didn’t want to get all dirty, Silver Spoon sat down behind Applejack and took one of her hooves into her mouth – them immediately spit it out again. “Ew! Applejack, when was the last time you washed?”

“Sorry if I didn’t get up this mornin’ planning for somepony to eat me,” Applejack grumbled. “Do you want me to go wash up so I’ll be fit for your refined palette?”

“Could you?” Silver Spoon asked.

“Wow, you’ll make any excuse to get out of this,” Scootaloo said. “Are you that scared of eating her?”

Silver Spoon made a face. “She tastes like sweat and mud!”

“Everypony’s hooves taste like mud,” Scootaloo said. “Just don’t lick them.”

“What, you’re the expert now?”

“I’ve eaten more ponies than you,” Scootaloo replied.

Silver Spoon stared at her, then looked away, lifting her nose into the air. “Fine. One mud-covered farm pony surprise, down the hatch.”

Once again, she put Applejack’s hooves gingerly into her mouth, grimacing at the taste, and started to swallow. Her ears flattened against the sides of her head as her neck stretched impossibly around the two muscular limbs, the hooves clearly outlined against her coat as they slowly worked their way down into her barrel.

And then, her lips at mid-thigh, a few inches short of Applejack’s body, she stopped. “Mmph!”

“Oh, for pony’s sake,” Applejack said. “I think she bottomed out.” She shifted her hind-legs, getting another squeak from Silver Spoon. “Yep, I can feel my hooves squishing around in her stomach.”

“It’s fine,” Rainbow Dash said. “She’ll stretch. Come on, squirt, let’s give AJ here a little push.”

The two of them moved to Applejack’s hips, bracing their hooves against her cutie marks and shoving, but although Silver Spoon didn’t seem to be in pain, she went slipping backwards across the blanket instead of taking Applejack in any more deeply.

“This isn’t working,” Rainbow Dash said.

“Maybe if you bent your legs like you were sitting down?” Scootaloo suggested, trying to picture what Applejack looked like inside Silver Spoon’s body. “Like, sit down onto her face.”

“Worth a shot,” Applejack said, and sure enough as she flexed her legs, Silver Spoon’s belly bulged outwards with the clear prints of two hooves, and Applejack’s thighs slid steadily down into her muzzle. Silver Spoon whimpered as her nose ground into the larger pony’s rear end, wedged under her tail, and after a few seconds of laughing at her, Scootaloo and Rainbow Dash slipped it down to feed into her mouth more comfortably. Soon, Applejack was in a proper sitting position, with Silver Spoon pinned underneath her, her head and neck stretched tight over her rear half like a very strange pair of trousers, the filly’s tiny legs jutting every which way as she struggled to move, or do anything.

“So now what?” Scootaloo asked.

“Maybe we could saw you in half, and she could eat the rest of you later?’ Rainbow Dash suggested. As Applejack gave her a death glare, she quickly added, “Kidding! I know it won’t work if you don’t get eaten alive.”

“Actually…” Applejack said. “I think she’s still makin’ progress. I can feel her slipping up my body, bit by bit.” They leaned in close, and sure enough – the progress was slow, but it was there. One gradual, grueling inch at a time, Silver Spoon was still swallowing Applejack. “Huh,” she said. “This actually feels kind of nice.”

“Yeah…” came a voice from inside Rainbow Dash’s tummy. “It’s nice. I want to get swallowed every day!”

“Derpy, you can’t get eaten more than once!” Rainbow Dash said.

“I don’t care if that’s the rule,” Derpy said. “I just won’t tell them I already got eaten. You won’t tell, will you?”

“It’s not a rule,” Rainbow said. “It’s a law of nature.”

“Promise you won’t tell nature!”

Rainbow Dash just sighed. “Fine, Derpy, I promise not to tell the laws of physics that you were already eaten, once you’ve been dissolved into goop.”

This was answered by a faint, “Yaaay!”

With Silver Spoon’s lips now approaching her shoulders, the filly sliding up over her like a giant, stretchy sock, Applejack frowned at Rainbow Dash and Derpy. “Are you sure it was right to eat her?” Applejack said, in a low voice. “The girl’s not right.”

“Somepony had to,” Rainbow Dash whispered back. “Did you really want her making the new world?”

“I just wish she’d hurry up and digest already,” Scootaloo said, ignoring the looks the adults gave her. It wasn’t fair! Rainbow Dash was supposed to eat her, and now she was delayed for hours. Hours! Waiting for Derpy to finish melting away, just because she’d jumped in line.

“Well, Rainbow,” Applejack said, lifting her front hooves and squirming to stick them into Silver Spoon’s mouth, stretching her out even further, the outlines of her forelimbs clearly visible against her cheeks and throat, “I guess this is goodbye. See you in the next world.”

Rainbow Dash rolled her eyes. “Not likely. I know Twilight tried to sweeten the pot with her ‘can’t be sure of this’ and ‘can’t rule out that’, but it was pretty obvious she was just making all that up. Whoever’s in the new world will be somepony totally new. If they’re even ponies at all.”

“But you’ll be making the new world, right Rainbow?” Scootaloo asked. “Can’t you just make sure to put us all in it?”

“Maybe!” Rainbow Dash said. “I’m going to give it my best shot, but let’s be honest, squirt. The odds are against me. I’m awesome and all, but there are plenty of ponies that are way more stubborn than I could ever be.”

Scootaloo shook her head. “No way! You’re the best at everything!”

“Am not!”

“Are too!”

“Am not!”

“Are too!”

“Fine, you win,” Rainbow Dash said. “I give up.”

Scootaloo gave a smug grin at her victory, and was completely baffled as to why Applejack and Rainbow Dash were both laughing at her.

And then Silver Spoon’s lips were sliding over Applejack’s ears, moving faster now, and Applejack let out a breath, staring one last time into Rainbow Dash’s eyes. And then the lips slipped over her eyes, as well, and her mouth vanished into the little filly’s muzzle, and with a final, audible gulp, Silver Spoon’s head and neck shrank back down into something resembling the shape they were supposed to be, and it was all over.

Sort of.

“So now what?” Applejack asked.

Silver Spoon moaned. “Please, please, just be quiet, I can’t take any more of your hick accent and your inane banter with your insipid little friends.”

“Is… is she going to be able to move?” Scootaloo asked. It was a good question – while Applejack was indeed completely enclosed in Silver Spoon’s belly, said belly was much, much larger than the rest of the filly put together, and it didn’t look like there was any angle she could roll to where more than one of her legs would be touching the ground at a time.

“There’s a wagon in the barn,” Applejack suggested. “Might be a good idea to go check on how Diamond Tiara’s getting on with Big Mac, too.”

To their surprise, they found Diamond Tiara already in the wagon – filling most of it, with her tiny pink legs poking out in all directions as her body was stretched out insanely around Big Macintosh’s massive bulk. His collar was off to the side, discarded.

“Ah,” she said, trying to look smug even as lay there, unable to move. “The help has arrived. Pull me around front to wait for daddy, will you? We might own this farm now, but I’m not going to spend the night in a barn. Some of us have standards.”

Scootaloo and Rainbow Dash looked at each other, then turned around and walked out. “Sorry!” Rainbow Dash shouted in Silver Spoon’s direction. “The wagon’s full!”

Melting Away

It wasn’t a long walk, so they walked.

“So Fluttershy’s still around?” Scootaloo asked. “I thought for sure she’d want to get eaten right away.”

“Well, we all said we were going to get eaten right away,” Rainbow Dash said, as they meandered down the path that wound along the edge of the Everfree, from Sweet Apple Acres to Fluttershy’s cottage. “Because of the Rainbow Power. It’s easier to say it than to actually go and do it though.”

“Rainbow Power?” Scootaloo asked.

“Yeah,” Rainbow said. “Basically, we’re too awesome to live. Each of us is draining magic out of the world as fast as, like, five normal ponies.”

“You’re worth a lot more than five normal ponies,” Scootaloo said.

“Yeah, I know,” Rainbow Dash grinned. “Still, it’s kinda selfish. Not as bad as the princesses, though. Each of them was, like, a hundred thousand ponies. So they had to go. And as long as Twilight was going, it was hard to stand there and say ‘You run off and get eaten, I’m going to try to win’.”

Scootaloo frowned. “Twilight said it was because they didn’t want ponies to feel like they had to let the princesses eat them.”

“Oh, right,” Rainbow Dash said. “It was supposed to be a secret. Don’t tell anypony.”

“If you eat me, then you can be sure I won’t tell,” Scootaloo said, eagerly. “Come on, Derpy’s got to be gone by now, right? Dinky hasn’t said anything in a while.”

“What?” came a faint voice from inside Rainbow’s stomach.

Scootaloo grumbled, and kicked at the dirt.

“Look, Scoots,” Rainbow Dash said. “You’ve eaten two ponies already. You’re good for the night. Why don’t you stick around, keep me company?”

Scootaloo didn’t look at her. It made sense, on the face of it. She did like spending time with Rainbow Dash, and as long as they were hanging out together she wouldn’t be bored. But what she didn’t want to say was what she knew was the only sure thing about spending time with Rainbow – sooner or later, Rainbow would leave. Probably without warning. The only way they could be together forever was if Scootaloo was inside her. “Okay,” she said, instead. “But you have to promise you’ll eat me eventually.”

“Yeah, yeah, I promise,” Rainbow said, waving a wing.

“Pinkie promise!”

“I don’t think that’ll do anything,” Rainbow Dash said. “Pinkie’s probably been eaten by now. I mean, all of us said we would, but she’s always so bouncy, she probably bounced right into the first pony’s mouth that she thought would be happy for a meal.”

“Do it anyway,” Scootaloo said, glowering.

Rainbow Dash cringed. “Do I have to?”

Scootaloo stared at her, and kept staring.

“Ugh, fine. Cross my heart and hope to fly, stick a cupcake in my eye.” Rainbow Dash awkwardly went through the motions. “Satisfied?”

Scootaloo nodded, and they continued down the path.

===

“I can’t believe they just left me here!” Silver Spoon said, as she lay helplessly on the scrunched up blanket in front of Applejack’s house. “Tiara? Mr. Rich? Anypony?!”

“What did you expect?” said Applejack’s voice from inside her. “It’s Rainbow Dash. That girl’s harder to pin down than a whole pile of piglets.”

“Ugh. Thank you for that image,” Silver Spoon said. “Can’t you just keep quiet and die already?”

“Well, it’s comfy and all,” Applejack said, shifting around a little, “but I’m already feelin’ a bit restless. Don’t suppose you could start digesting me faster, somehow?”

“Believe me, if I could, I would,” Silver Spoon said. “My legs, like, literally can’t touch the ground. Which is so unfair! Your taste is still in my mouth.”

“That bad, huh?” Applejack asked.

“I think I’m going to throw up,” Silver Spoon said, sticking her tongue out and faking a gagging motion.

“Well, don’t,” Applejack said. “I’m already partly melted, I’d probably look like a fright if I was back out in the world.” She squirmed around a bit, then kicked her hind hooves, lightly. “Maybe if I move around a bit, it’ll help speed things along?”

Silver Spoon winced as she felt something soft prod her from inside, and felt a warm stream of liquid squirt out of her and drip down through her fur to pool around her belly, soaking into the blanket. “Oh, gross!” she whined. “I think you kicked my bladder.”

“Ah, sorry ‘bout that,” Applejack said. “Gotta do somethin’, though.” She stopped kicking, but kept squirming around, using her hooves to poke at herself. “Fur’s all gone, at least.”

Silver Spoon gave a heavy sigh, and tried to think about something pleasant – like how they’d have the pick of any of the fashions and accessories in Manehattan, after they’d eaten everypony in the city. Hopefully, the Manehattanites wouldn’t be so squirmy, because it was… it was just weird.

“Woah!” Applejack said. “Woah, nelly! I did not expect that!”

Silver Spoon gritted her teeth, and asked, “What?”

Applejack laughed. “My leg just popped off. Right off! Didn’t even hurt none.”

Silver Spoon tried to imagine that happening to her, and couldn’t help but imagine herself in Diamond Tiara’s belly. Obviously, Tiara would forget about her as soon as she was out of sight, but still… to be that close, that intimate… that would be so much better than having to eat all these ingrates. “What’s it like?” she asked.

“It’s all slimy and goopy,” Applejack said. “And yeah, that sounds like it should be gross and nasty, but it just feels right, you know?”

“Not really,” Silver Spoon said. “It sounds gross and nasty.”

“Yeah, it does. Especially the bit where I’ve got one of my forelegs flopping around in front of me like a big slimy worm or something.” Applejack nosed at it, and pushed it out of the way. “But it don’t feel like that at all. It feels right. It’s not gross slime, ‘cause the slime is me. And I’m going to melt away, and not have any more cares… and give everything to somepony else, even if that pony’s a rude little ingrate who thinks she’s better than everypony else.”

“I am better than everypony else,” Silver Spoon said. “I could pretend to be humble, but it would be dishonest.”

“Not asking you to lie,” Applejack said, poking at her belly with her remaining foreleg. “Just asking you to be quiet about it sometimes, ‘stead of always complainin’. Be patient with the pony folks when they’re being silly, and learn to love ‘em anyhow, ‘cause the world is chock full of silly ponies.”

“Not for long,” Silver Spoon said.

“Heh,” Applejack said, then chuckled more. “Heh. Hahah. Bwa ha ha ha ha!” Her body shook as she laughed, sending quivers all through Silver Spoon, until suddenly there was a ‘popping’ sensation, and Silver Spoon’s bulging belly squished out to the sides, lowering her hooves towards the ground tantalizingly before bouncing her back up out of reach.

“Ahh!” Silver Spoon flailed around, trying to steady herself, and managed to squish the whole huge bulging sack of her belly out of the side, letting her put two hooves on the blanket, at least. “Applejack?” she asked, realizing that the mare had suddenly gone silent. “Applejack, are you okay?”

The voice that came back didn’t sound much like Applejack. She could barely hear it, like a gurgled whisper. “Woah, nelly,” it said. “I think that about did it… my belly split open, just like a balloon.”

“Did it hurt?” Silver Spoon asked.

“Nah,” Applejack croaked. “It’s gettin’ hard to talk, though. Tongue’th goin’ all thticky.” There was a long pause. “Thould make ya’ ‘appy.”

“Not really,” Silver Spoon said. “I hate this. I hate all this. It’s not fair!”

“Yeah, ‘t ain’t,” Applejack said, even fainter than before. “yer a g’d kid.”

“The best,” Silver Spoon said, smirking. When Applejack didn’t reply, she poked at her belly with her stranded legs, feeling around for any sign that the Apple mare was still around, but all she could feel was her own squishy flesh, and sloshing liquid inside.

“Second best,” she said, glancing towards the barn where Diamond Tiara was digesting her own meal, once she was sure that nopony was left to listen.

===

The first thing they noticed, when Rainbow Dash and Scootaloo finally approached Fluttershy’s house, was that all the animals were missing. There were no squirrels in the trees, or songbirds perching on the branches, and even the chicken coop was deathly quiet.

The cottage itself didn’t seem deserted – the door was shut, the windows shuttered, but there was a merry little line of smoke floating up through the chimney.

So, they knocked.

“Is that a pony at my door?” came a familiar voice – familiar, but not Fluttershy. “I fear my pot can hold no more.”

Rainbow Dash slammed the door open, and said, “Zecora?”

Indeed the zebra was there, having cleared out the center of Fluttershy’s living room to make room for her giant cauldron, in which a thick greenish liquid was bubbling away.

Rainbow dashed towards it, hooves outstretched, but Derpy’s softening mass inside her slowed her down enough for Zecora to interpose her giant spoon, blocking her attack. “Let Fluttershy go!”

“Quiet your rage, colorful one. Fluttershy’s tale is not yet done.”

“Not until you finish cooking her, you mean!” Rainbow Dash said, glaring back at her.

Zecora smiled. “This stew is made of ponies, yes, but the exact contents you have not guessed.”

“I thought you had to swallow ponies whole, not cook them,” Scootaloo said.

“She can’t swallow anypony, because she’s not even a pony,” Rainbow Dash said. “Discord’s spell only works on ponies.” She turned back to Zecora, suspiciously. “So what are you really doing here?”

Zecora shook her head. “Discord’s spell does not work on zebras, this much is true, but it works on the ponies that I cook in my stew. I boil them to goo, and reduce them to jelly, and then slurp their magic into my belly.”

There was a splashing noise behind her, and what might have been a pony head poked out of the churning liquid, followed by a second. They were covered in green goop, and didn’t seem to have any ears or mane. “Zecora?” one of them asked, in a pony’s voice. “Why did you stop stirring?”

“Don’t worry,” Rainbow Dash said. “I’ll get you out!”

“Oh, it’s far too late for that,” the other pony said. “We’ve been hypnotized by the evil enchantress, and now want nothing more than to be cooked in her soup!”

“The horror,” said the first one. “The horror!” As one, they lifted goo-covered hooves to their foreheads, and then fainted, sinking back into the pot.

“Oh,” Rainbow Dash said, backing off. “Those two.”

Zecora smiled, as she turned and started stirring again. “They seemed surprised to find me here, but some ponies like to feel fear. I play the part they ask of me, for how else would I fill my belly?”

“And you’re sure Fluttershy’s not in there?” Rainbow Dash asked. “Getting melted without having to get eaten sounds like something she’d do.”

“Indeed, she invited me here, because to be swallowed filled her with fear. She desired to quietly melt away,” Zecora said. “But another came to spirit her away. Rarity took her to Canterlot, where fancy ponies like to trot. ‘Come with me!’ she said, ‘you must. You must! And we shall dine with the upper crust!’”

Rainbow Dash rolled her eyes. “I guess we might as well get going, then. C’mon, squirt.”

Zecora glanced back at them. “Are you sure you don’t want to stay and eat? Pony stew is quite the treat.”

“Nah,” Rainbow Dash said, sloshing her belly a bit. It was sloshy, now, and Derpy wasn’t making any more complaints. “I already ate. I’ll probably go check on Pinkie Pie, then head up to Cloudsdale. They’re having some big contest.”

“And you’ll take me with you?” Scootaloo asked.

“No, I’m taking you home,” Rainbow Dash said. “You should be with your folks.”

“But they’re booooring!” Scootaloo whined.

===

The sunlight was dim and red by the time they got back to Ponyville proper. The streets were nearly empty, everypony left having headed home ahead of the dark. Something else seemed off, however, besides the relative lack of ponies on the street. After a few minutes, Scootaloo realized it was the lack of shadows. The sun was dim and red, but still high in the sky, shining down from directly overhead.

Of course. There were no princesses to move it, anymore.

While they were gloomily contemplating that, they almost literally ran into another pony nervously watching the sky. Rainbow Dash held out a hoof to hold her back, and Mayor Mare looked down, and gave one of her trademarked phony smiles. “Oh, Rainbow Dash! Shouldn’t you be in Cloudsdale, with the rest of the pegasi?”

“I had a few things to clean up, here,” Rainbow Dash said. “You know me, always busy.”

The mayor laughed, nervously. “There’s so much to do – with the princesses’ absence, all sorts of problems that they used to handle are being left in my in-box. I haven’t even had time to eat.”

“You haven’t eaten anypony?” Rainbow Dash asked, concerned. “You know that everypony’s supposed to either eat or get eaten by nightfall. We went over that at the meeting this morning. YOU went over that at the meeting this morning!”

“I’m just so busy,” Mayor Mare said. “And it’s not mandatory.”

Rainbow Dash fluttered up in the air, waving her arms, “Well, it should be! You have to eat somepony, right now!”

“Huh?” came a voice from behind them. It was Sparkler, getting up from where she’d been dozing all day in the park. “Why?”

“Because night is coming!” Rainbow Dash said. “Everypony had horrible nightmares last night, and that was with the princesses protecting us. Tonight’s going to be a hundred times worse!”

“Well, then,” the Mayor said, glancing nervously between Rainbow Dash, Sparkler, and Scootaloo. “Would one of you –“

“Sure, I’ll eat you,” Sparkler said, trotting over to join them. “I was meaning to eat somepony, but I kind of lost track of time.”

“No no no, I need somepony to eat,” the Mayor said. “I have too much work to do to get eaten! Somepony has to keep Ponyville organized, or it’ll be chaos. Sheer chaos!”

“Well, I’m the best organizer in Ponyville, now that Twilight’s gone,” Sparkler said. “You can leave it all to me.”

They stared at each other for a bit, then the mayor turned to Rainbow Dash. “Rainbow Dash, could I… perhaps… impose on you to…”

“No!” Scootaloo said, pushing her way between them. “You can’t eat Rainbow Dash!”

“Sure she can,” Sparkler said. “She eats Rainbow, I’ll eat you, and then we’ll both be around to keep things chaos free tomorrow.”

“Nopony’s eating me except Rainbow Dash,” Scootaloo said. “So neither of you can eat her, or me.”

“Yeah, she’s kind of been looking forwards to it all day,” Rainbow Dash said, putting a hoof on Scootaloo’s shoulders. “Seriously, it’s all she talks about. Can’t you, I don’t know, flip a coin or something?”

“This isn’t the sort of thing you can leave up to chance,” Mayor Mare said. “The business of bureaucracy is too important!”

“I’d be a way better mare for the job than her,” Sparkler said, glaring at the mayor, who met her gaze and glared right back.

Scootaloo shifted from hoof to hoof impatiently. This standoff was making her nervous – that they might get caught outside when night fell, and worse, that Rainbow Dash might give in and let these crazy ponies eat her. Suddenly, she had an idea.

“I’ve got it!” she said. “I know where you both can find ponies to eat, that nopony will ever miss!”

“Really?” the Mayor said. “And they’d let us eat them, willingly? You’re sure of this.”

“Yeah, yeah, just say that they have to, and they’ll do anything you say, since you’re in charge,” Scootaloo said. “They’re always totally obsessed with the rules.”

A few minutes later, Sparkler, the mayor, and Rainbow Dash followed Scootaloo up to a familiar house. “Scoots?” Rainbow Dash asked. “Isn’t this your place?”

“Yeah,” Scootaloo said. “And my folks are way too boring to eat or get eaten by anypony on their own. It’s perfect!” Before Rainbow could stop her, she ran up to the door and flung it open. “Mom? Dad?”

“Yes, dear?” came a voice from inside.

Scootaloo grinned and turned to them. “Told you. Come on in!”

Scootaloo’s parents certainly didn’t look like anything special. Sparkling Watermelon was a pale red earth pony mare with a purple mane done up in a bun, and a cutie mark of a watermelon wedge. Tomato Ring was a bright orange earth pony stallion with a bright red spiky mane, that looked like it had never been brushed, and a cutie mark of a slice of tomato. They kept an orderly home, with a clean carpet and well-dusted furniture, and were quick to add an extra leaf to the weathered wooden dining room table, and set out extra plates for their guests. A few minutes after everypony was seated, Sparkling Watermelon brought out a dish of warm casserole from the oven, and started spooning a bit of it onto everypony’s plate.

“I’m afraid we won’t have enough for seconds,” she said, smiling as she dropped a slithery lump of noodles and veggies on Scootaloo’s plate. “We weren’t expecting guests tonight.”

“Yes, well,” the mayor said, adjusting her ascot. “As lovely as this casserole is, I’m afraid we didn’t come to eat.”

“Yes we did,” Sparkler said.

“What do you mean?” Tomato Ring asked, as his wife returned to the kitchen to put the casserole dish in the sink. “Are we in trouble?”

Scootaloo nodded, grinning. “Big trouble!”

Mayor Mare glanced at her, then hardened her smile into a serious, grim line. “I’m afraid Scootaloo is right. Is it true that neither of you has yet to devour another pony?”

The empty casserole dish clattered to the kitchen floor.

“Well, um,” Tomato Ring stammered.

Sparkling Watermelon stormed back into the dining room. “You can’t be serious? We thought that announcement was a joke.”

“Right,” Tomato Ring said. “Eating another pony? How would that even work?”

“You just kind of stretch,” Scootaloo said. “It’s not that hard.”

The mayor shook her head sadly. “I’m sorry, Scootaloo, but the deadline has passed. I’m afraid there’s only one thing to do at this point. Your parents will have to pay the penalty.”

“What – what penalty?” Sparkling Watermelon asked.

“It was clearly outlined in the announcement this morning,” Mayor Mare said. “If you didn’t want to eat another pony, then another pony would have to eat you. Sparkler and I have been designated to carry out that sentence.”

“Please…” Sparkling Watermelon said, kneeling down.

“She can eat me!” Tomato Ring said.

“No… Tomato – you should eat me… I can’t – I couldn’t –“

“Oh, enough with the waterworks,” Sparkler said. “It’s out of your hooves at this point.”

The mayor nodded. “It would set a very bad precedent if we started breaking the rules this early in the process,” she said. “Please, for Scootaloo’s sake, I urge you to cooperate.”

“But… but who’ll take care of her?” Sparkling Watermelon asked.

“Rainbow Dash!” Scootaloo said, bouncing up onto the table.

Rainbow rolled her eyes. “Fine. I’ll take you to Cloudsdale with me.”

“See? I’ll be fine!” Scootaloo said.

===

Once Scootaloo’s parents accepted their fate, they moved into the bedroom and lay on the bed, facing each other and gazing into each other’s eyes, while Sparkler and the Mayor started to take them in, rear hooves first. Tomato stroked his wife’s face with a forehoof, wiping away her tears, and they kissed.

“I know we’ll be together again,” he said. “Somehow, somewhere…”

Rainbow Dash rolled her eyes at that, but she was off in a corner of the room, out of their line of sight. Scootaloo, for her part, made gagging notions at the sappiness, which continued unabated as their legs and tails vanished into Sparkler and Mayor Mare’s mouths, and then the two ponies’ mouths gaped wide to engulf their rear ends.

“I’ll never forget you,” Watermelon said, as Mayor Mare’s lips slid up over her cutie marks.

“And I’ll never… never…” Tomato Ring started to pant, and drool, as Sparkler’s tongue slipped between his legs.

“Honey? Honey, what are you doing?” Watermelon asked.

“I’m sorry, but her tongue is… it’s right… ooooh,” Tomato’s eyes rolled up in his head, as Sparkler’s throat convulsed around him, pulling him deeper inside her. Her expressions were somewhat limited with her mouth spread wide around her meal, but her eyes were sparkling mischievously.

“Don’t you dare! Don’t you dare –” she glanced aside at Scootaloo, who was looking on at the scene, confused. “Scootaloo, leave the room! Leave the room now!”

“Yeah, squirt, I think we’re done here,” Rainbow Dash said, covering Scootaloo’s eyes and ushering her back into the main room. As they closed the door behind them, they could hear Tomato giving a long, sensuous moan.

The two of them sat together on the couch, not saying anything, and definitely not listening to the muffled screaming and arguing coming from the bedroom. The firefly lanterns that would normally provide light were empty, so there was only the gradually dimming sunlight, filtering in through the windows and painting everything in shades of red.

Rainbow Dash was a colorless silhouette as she rose from the couch and headed for one of the windows. The noise from the bedroom was quieter, by that point, but hadn’t died out completely. She tsk’d as she looked up at the sun. “This is cutting it really close. I hope we’re not too late for them.”

There was a loud fizzle, and a deafening ‘pop’, as the sun suddenly exploded in sparks, and everything went dark.

Morning Sun

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. :derpytongue2:

Garden Fresh

Cheerilee woke with the sun. After the dramatic way the world had ceased to exist the previous night, she was a bit surprised to see the sun at all. She rose from the disorganized pile of scrolls and reference books she’d been poring through during last evening’s sun-out, and headed to the balcony of the crystal palace, to have a look.

Overhead was what was left of Celestia’s sun: a black, dead orb, a blotch against the blue of the sky, the scattered clouds left over from the last real weather obscuring part of it, but not nearly enough for comfort. The sunlight, if that was what it really was, came from a second orb, too bright to look at for long, hovering high over Canterlot. It was no mystery who was responsible.

She wondered how long the unicorns would be able to keep it up. What she’d read from Twilight Sparkle’s notes was enough to confirm her fears, even if the middle-case calculation on the chalkboard had shown Equestria ‘uniting’ with plenty of time to spare. One of the assumptions built-in to all of the scenarios that hadn’t resulted in the eventual death of everything was that Equestria’s population would drop rapidly. Exponentially, in fact. Sooner or later, there wouldn’t be enough unicorns left in Equestria to cast that spell, and then what would they do?

Unless, perhaps, the magical energy of the ponies that the remaining unicorns devoured was available for their use? It seemed like it would have to be, in order for the final spell to work. Maybe she was worrying over nothing. Or maybe she wasn’t – what they were trying to gather the energy for wasn’t exactly a spell. With that much magic concentrated inside of a single, ordinary pony, there was no spell that could hope to control the forces that would be unleashed. The hope – the prediction – was that the last pony standing would have a strong enough mind to direct the magic through sheer force of will.

Or perhaps not the last pony. They needed most of Equestria’s energy to be concentrated in one place, but a few holdouts here and there wouldn’t matter. Of course, they also wouldn’t survive the destruction and recreation of the world, so there was nothing to gain by hiding except for a significantly more painful death. ‘Everypony needs to be eaten’ was a simpler, roughly equivalent message.

Cheerilee sighed, realizing that even though she’d gone outside, she was still woolgathering. She’d been spending too much time among Twilight’s dusty old books. She would have liked to convince herself that it was Twilight’s influence – that she hadn’t annihilated the princess when she absorbed her liquefied remains – but in her life as a teacher she’d spent many a night staying up late drifting from book to scroll to manuscript, after getting distracted from the material she was supposed to be touching up on in order to carry out her lesson plan. The only way Twilight was influencing her was through her own sense of responsibility. She’d eaten the only pony who actually understood what was going on, and it seemed like somepony should try to keep track of it.

She looked down over Ponyville, at the ponies emerging from their homes and going about their business. Sometimes, that business involved going over to a friend’s house, and vanishing inside after a short conversation. Was that normal social interaction? Or were they arranging for one to eat the other? She’d have to go down into the streets to find out, and the thought terrified her. She knew that she was in no danger – if she didn’t want to be eaten, nopony could eat her. All she had to do was say ‘no’. Still, the odds of her surviving until the next sun-out were slim.

“We’ll start slowly,” she said to herself, turning and walking along the railing until she was facing the farmland on the outskirts of town. Sweet Apple Acres dominated the view – quiet as a grave, now, with no sign of the Apple family. There on a hill next to it was a small carrot farm, however, and a pony with a carrot-colored mane was out in the garden, working on her carrots. Cheerilee frowned. She was pretty sure the mare’s actual name wasn’t ‘Carrot Top’, but that was what everypony called her.

Oh well. It wouldn’t matter for long.

===

Carrot Top didn’t look up as Cheerilee approached.

“Hello?” Cheerilee called out, carefully walking around the edge of the soft soil where the carrots were planted.

The orange-maned mare looked up, but didn’t say anything.

“I was wondering if you could help me with a few things,” Cheerilee said. “I’ve been looking through Twilight Sparkle’s notes –“

“Princess Twilight Sparkle,” Carrot Top said.

“According to her notes,” Cheerilee said in a firm voice, “each of us has to eat several ponies each day if we’re to unite in time to save the world, preferably ponies who’ve already eaten a similar number of ponies as we have. So I was wondering how many ponies you ate yesterday?”

Carrot Top looked back down at her carrots. “Three,” she said. “Three colts. Snips, Snails, Truffle.”

“Oh, good, I was worried that those two would somehow manage to mess things up again,” Cheerilee said. “And Truffle already ate Twist, at least, so that’s effectively four ponies. Good work!”

For some reason, this seemed to make the farmer angry. “So is that it? Or are you going to ask if you can eat me, now?” she asked.

“May I?” Cheerilee asked. She probably didn’t have to eat anypony else – Twilight Sparkle’s energy would go a long way – but as long as she was offering, it would be silly to turn her down. Silly, and counterproductive.

Carrot Top worried at a weed, dragging it out by the roots. She spit it off to the side, and looked back at Cheerilee. “Maybe I’d rather eat you,” she said. “After all, you’re not covered in dirt. Probably taste a lot better.”

Cheerilee kept the rush of fear from showing on her face. She chuckled, and shook her head. “I’m afraid I’m not looking to be eaten just yet. I was going to do a quick survey of the town, and make sure that ponies were eating each other at an acceptable rate.”

“Why?” Carrot Top asked.

“Because if they aren’t, then we’ll have to take steps to improve participation,” Cheerilee replied steadily. “We can’t force them to volunteer to be food, but perhaps some sort of educational presentation would do the trick?” She paused. “Maybe a puppet show. Ponies love puppets.”

“Well, I’m busy too,” Carrot Top said, digging around another weed with a hoof. “Garden won’t weed itself.”

Cheerilee nodded, cautiously, and watched her for a while. Eventually, Carrot Top looked up again.

“What?” she snapped.

“That looks unpleasant,” Cheerilee said. “I’ve done some light gardening, and weeding was always my least favorite part. I can’t imagine trying to care for a plot this large!”

“It’s not my favorite bit, no,” Carrot Top said. “I’m used to it, though.”

Cheerilee nodded. “I suppose it’s easy to just follow along with your day to day work, once you get in the habit. You do know that you can stop though, right?”

Carrot Top looked up, in confusion.

“No one’s ever going to eat those carrots,” Cheerilee said. “We have plenty of food already harvested to last until the end of the world. If you aren’t enjoying your work, you should stop.”

“And do what?” Carrot Top asked, sitting up in the dirt.

Cheerilee shrugged. “Nothing. Enjoy yourself. Or, if you want to help, go find ponies to eat. We really do need everypony to eat several other ponies a day.” She tilted her head. “Or I could eat you. I need to make my quota, too!”

Carrot Top stared at her, then ducked back down to her carrots, poking at the dirt nervously, pushing around the soil instead of actually digging. “I’ve got… I have to… please, just leave me alone.”

Cheerilee sighed, and shook her head, then walked over and placed a comforting hoof on Carrot Top’s shoulder. “I understand. You’re scared. But the ponies you ate yesterday – they didn’t suffer, did they?”

“How would I know?” Carrot Top growled. “I don’t know what happened to them. Maybe they’re suffering now.”

“They aren’t,” Cheerilee said.

“How do you know?” Carrot Top asked.

Cheerilee smiled, and stroked Carrot Top’s back. “What’s left of them is still inside you, thanks to the spell. If there’s any sort of afterlife, they won’t begin their journey until after we’ve created a new world. For now, they’re resting. Their work is done.” She paced around until she could lift Carrot Top’s chin and look her in the eyes. “Just like you. Your work is done. You can rest, now.”

“Inside your stomach, you mean,” Carrot Top grumbled.

“The last pony I ate found it comfortable enough.”

Carrot Top looked to the side, shaking the hoof off her chin. “I’m filthy.”

Cheerilee looked her over. “You could take a bath?” She paused. “For that matter, I could use a bath myself.”

Carrot Top nodded, and stood up, walking around towards the side of her house. “Hose is over here.”

Cheerilee was more used to warm baths, not being a farm pony, but the sun, small and strange as it was, was warm enough that the cold water from the hose was no hardship, and for an earth pony it was always easier to wash up with a partner. They took turns hosing each other down, but when Carrot Top reached for the soap hanging on a hook nearby, Cheerilee stopped her. “I know it would probably rinse out, but I’m not fond of the taste.”

Carrot Top paused, and shook some water out of her mane. “I’ve got some herbs in the kitchen. Grew them myself.”

Cheerilee’s eyes widened. “Oh! That sounds like it could be very interesting. We have to try it!”

===

Cheerilee hadn’t really known Carrot Top that well. She knew that the mare did a little baking – sometimes she’d sell carrot cakes in the market, instead of just raw carrots – but her kitchen was well-appointed and well used. Also pretty cluttered, and it didn’t look like she was good at keeping up with her dishes, which was something that had always annoyed Cheerilee when she’d lived with a roommate. But she had space on the countertop for a cutting board, at least, and some clean knives, so they were good to go.

“Give me your hoof,” Carrot Top asked, after chopping up some tarragon and parsley.

Cheerilee held it out, although she gave a little frown. “I thought I was going to be eating you?”

Carrot Top spread the crushed herbs on her frog, then licked it clean. “I want to make sure I taste good. I don’t know what goes with pony.” She made a face. “Not tarragon.”

“That’s an herb griffons use for fish, isn’t it?” Cheerilee asked, as Carrot Top diced some other herbs, and crushed a clove of garlic.

She nodded. “Pegasi too, sometimes. Okay, let’s try garlic and oregano.”

Cheerilee tried not to squirm as Carrot Top’s tongue washed over the sensitive part of her hoof. She seemed to lick at it a bit longer, this time. “Does it taste good?” she asked.

Carrot Top nodded. “Yeah. Kind of like a more savory spaghetti sauce. I have a few tomatoes…”

Cheerilee looked over at the small pile Carrot Top had glanced towards. There were three. “It would take a lot of sauce to cover a pony,” she said. “Maybe we should stick with the rubdown?”

“Yeah, okay,” Carrot Top said, fetching the rest of her garlic and oregano, and a few other herbs that usually went well with them. “It would take too long to cook up the sauce anyway. I’m sure you have places to be.”

“There’s no rush,” Cheerilee said. “But I do have a few more things I wanted to do today, and that’s in addition to finding other ponies to eat, later.” There was enough room on the countertop for a second cutting board, after she pushed a few more dirty dishes into the sink, so she sidled up next to Carrot Top and started helping to prepare the ingredients.

Once they were all squished together into a fragrant pale green mass, Carrot Top scraped them into a bowl and hoofed them over to Cheerilee, then looked around the kitchen in dismay. “Wow, I really let this place go.”

“And you’ll never have to clean it,” Cheerilee said, with a grin.

“You’re right,” Carrot Top said. “None of this stuff matters.” With a sweep of her hooves, she cleared the table by simply shoving everything off of it, onto the floor. Dishes shattered, silverware clattered, and a half-eaten pasta salad splattered on the wall, but she just laughed. The table was still a bit messy, so she wet down a towel and gave it a quick wash, then tossed the towel on top of the pile. “Ha!”

She clambered up onto the table, and stretched out on her stomach, spreading herself across the surface with her front and rear hooves dangling off either end. “Okay, I’m ready.”

Cheerilee scooped some of the crushed herbs up in her hooves, and started to rub them into Carrot Top’s back, starting at her shoulders. “That was what this was all about, wasn’t it?” she asked. “You just wanted a free back rub.”

“Free? I think I’m paying enough for it,” Carrot Top replied, lying her head down on the table and letting out a sigh. “I expect a front-rub, too. And a hoof massage.”

“And a facial mask?” Cheerilee asked, rubbing down the sides of Carrot Top’s chest, making sure to work the flavoring into her coat.

Carrot Top snorted. “Yeah, and make sure to get it all in my mane and tail. Fluffy hair like mine should hold a lot of flavor.”

Cheerilee took her time, working her way down Carrot Top’s body slowly, as if she was a lover instead of a meal. She ran her hooves through the curly tail hair a few dozen times, from the base to the tip, tugging on it firmly, then got to work on her mane, massaging it into her scalp and making sure to get some on both the outside and inside of her ears. She went easy on the face, smudging a line underneath either eye and across her forehead, then rubbing it properly into her cheeks and chin.

Then Carrot Top rolled over, and held out a forehoof. Cheerilee rubbed a bit of the mixture on her hoof, and licked it clean, slowly, returning the favor. “Oh, that does taste good,” she said, but forced herself to stop and apply the herbs to the rest of the limb.

After massaging the herbs into all four limbs, and her neck, and rubbing them all down her chest and belly, Cheerilee paused, with her hoof over Carrot Top’s sensitive bits, and gave her a glance.

“Go ahead,” she said. “Might as well. It’ll be in your mouth soon enough.”

Cheerilee gave a pained look, and gently rubbed the last remaining bits with her hoof, lingering over them for a few seconds and trying to ignore the sensations. “Okay,” she said at last. “I think you’re ready.”

Carrot Top sighed, and wriggled around on the table with her legs folded in, her fur all matted and slick. “So how does this work?” she asked. “I’m a lot bigger than a foal.”

Cheerilee took hold of her rear hooves, and pulled them back, stretching her legs out behind her. “Just relax,” she said. “I’ll do all the work.”

The she licked the mare’s hooves again, and took them into her mouth, her lips and jaw stretching around them easily. She let out an audible moan at the taste, and drool puddled underneath her tongue. With the herbs and spices, Carrot Top was delicious.

She was also watching every second of it, her head folded down to watch as her legs vanished into Cheerilee’s mouth. “That’s so creepy-looking,” she said, as the distended purple muzzle worked its way up to her thighs. Cheerilee rolled her eyes, unable to talk around the hooves in her throat. “It’s not scary, though,” she added. “When you first asked, I was nervous. I was afraid you’d convince me, and eat me, and then I’d be gone.” She laughed, flipping her tail up to brush it over Cheerilee’s nose, filling her muzzle with more of the scent of garlic and herbs. “And then you convinced me, and as soon as I agreed, I felt so relieved. I guess I made the right choice. I think about being inside you, about melting away into nothing, and for some reason I just feel. Um. Aroused.” The lips were up to her hips, now, and she curled her tail up against her belly, covering herself and blushing. “Do you think you could… oh, I can’t ask.” She tittered nervously.

“Mmm?” Cheerilee asked, trying to look inquisitive. It was hard to tell if she’d succeeded, with her head all stretched out of shape. Her facial muscles felt so tight, but she thought she might have gotten some movement out of them.

“Could you… use your teeth?” Carrot Top squeaked out, covering her face with her forehooves. “Ponies chew their food.”

Cheerilee made an attempt at some chewing motions. Like her face, her jaw and lips were stretched out beyond belief. It did something, although ‘chewing’ wasn’t quite accurate. It felt like her teeth were bending. But Carrot Top seemed satisfied, or at least gave an endearing little giggle.

As Cheerilee’s lips and teeth slipped up over Carrot Top’s hips, the fuzzy tail brushed against her nose for a second before slipping inside her mouth, straightened out and leaving the belly exposed. “No need to be modest anymore,” Carrot Top said.

Cheerilee’s tongue worked at the hollow at the base of her tail, where a little extra flavor had gathered, and she kept working her jaw, nibbling her way up the belly, feeling it squish softly as it was squeezed into her mouth, softer than the wide, well-muscled hips currently stretching out her throat. When she got to the ribs, Carrot Top reached down with her forelegs, and stroked Cheerilee’s cheeks and neck, feeling herself compressed inside.

“Thank you,” she said, as her forelegs were forced up and away, her shoulders finally reaching the lips. “Thank you for making it special,” she said, then gasped as Cheerilee started to gnaw on her throat. She gave out a long, satisfied moan as her head slipped out of sight, leaving only her forelegs sticking out.

Cheerilee sat up, and let gravity pull Carrot Top the rest of the way into her belly in one long, slow slide, slurping the last two hooves to get one last taste of the flavor before they were gone.

“I’m glad you enjoyed it,” Cheerilee said, when she could talk again, and spent a while stroking her stomach as she sat in the kitchen, bloated with the pony curled up in her belly. “I’d feel so guilty if I ate someone and they didn’t enjoy it.”

“Mmm,” Carrot Top mumbled. “Can’t talk. Food doesn’t talk.”

Cheerilee sat there with her for a bit, until the aftertaste from the seasoning started to get a bit overwhelming. She stood up and wobbled across the kitchen, opening the fridge to see if there was anything to drink. “Of course,” she said, staring at the contents. “Carrot juice.” Not her favorite, but it would do the trick.

Marvelous Matchmaking Machine

Friends! Ponies! Fellow Equestrians! Don’t despair!
Even as the end rushes towards us on cold dark wings,
And it seems like the world is beyond repair.

Eat or be eaten, the Princesses say,
Eat and be eaten, to be fair.
If you’re wondering what to do with your final day,
That is the most important thing.

But who has time to negotiate?
To argue over who eats who?
I’ve got so many things left on my plate…
So many final things to do…

But we gave it all up… for you!

Unveiling, for one week only, Flim and Flam’s Marvelous Matchmaking Machine!
Just draw your cutie mark on one of the special enchanted cards,
Insert it into the machine like so, and wait while… the magic happens!

boop boop boop bing!

Ha ha, it says this fellow should be eaten by you, Flim.
Well of course it does, it hardly has any data. If you look at the confidence, it’s only 29%. I don’t think I’d want to be eaten on 29% confidence. We need more data! You, you in the crowd. And you, there, with the cutie mark of an apple. Come up onto the stage.
Yes, that’s right, fill out the cards and feed them into the machine.

boop boop beep boop boop beep boop bing!

37%... 42%... it’s getting closer, Flim, but I think we need everypony’s help if we’re going to get good numbers.
You’re right, Flam. Come on, everypony! Line up and fill out your cards. If we work together we can make sure that everypony’s eaten by the perfect pony, selected just for them!

“Ugh,” Diamond Tiara said, from the back of the crowd. “Do they seriously expect us to believe that they built a working computing machine since yesterday? Who do they think they are, Princess Twilight?”

“Well, they are trying to fool a bunch of Apples,” Silver Spoon said. “Talk about low-hanging fruit.”

Diamond Tiara and Silver Spoon shared a snicker, and “Bump, bump, sugar-lump rump!”

“The crowd seems to be going for it,” Filthy Rich said. “We should go have a chat with them. They might be able to help improve our marketing strategy.”

“Okay, everypony!” Flim said, as he passed out the last of the cards. “You may have noticed that everypony had a pony assigned to eat them. Obviously, we can’t do this all at once.”

“None of us are that flexible,” Flam said, getting a chuckle from the crowd.

“Fortunately, we thought of this. If you’ll look at the side of the machine…” Flim held up a hoof, and slid aside a curtain with his magic, revealing a set of two dozen spinning tumblers, like a monstrous slot machine. One by one, they clicked into place, each displaying a cutie mark. “Anypony whose mark appears on the side of the machine, find the assigned pony from your card and let them eat you. Once that’s done, we’ll move on to the next batch.”

“And thank you, thank you for your enthusiasm and cooperation,” Flam added. “We knew we could count on the Apple Family to help ensure an orderly transition to the new world, and you haven’t let us down. Come on, everypony, three cheers for the Apple Family!”

As the crowd cheered, then broke up into small groups to chat amongst themselves, or in two dozen cases to start eating each other, Filthy Rich and the two foals accompanying him approached the stage.

“I have to say, you’re running a smooth operation,” Filthy Rich said.

Diamond Tiara sneered. “Oh come on, daddy, it’s an obvious scam! There’s no way these two could have built a machine like this overnight.”

“Ah, there’s an interesting story behind that, young miss,” Flam said. “This didn’t start out as a machine to decide who eats who.”

“Our marvelous invention began with a less morbid intention,” Flim said. “We’d watched every Hearts and Hooves day as poor lonely ponies went on their way, a dark cloud –“

“Metaphorically, of course,” Flam interjected.

“Of course,” Flim said, with a smile. “Unless they were particularly over-dramatic pegasi. But then, a revalation hit us.”

“An inspiration!” Flam added.

“We saw two of these lonely ponies run into each other, and start talking, and there it was – the spark!”

“True love,” Flam said, with a sappy smile.

“And that’s when we knew how we could help them. We labored night and day to make a Matchmaking Machine to help every pony find their one, special somepony, who could complete them and be with them for the rest of their life.” Flim sighed, his own sappy smile fading into a frown. “And then, before we could give it a proper test, this happened. So we tweaked a few things. Adjusted the parameters.”

“Added the sorted tree algorithm.”

“But the core concept is the same, so we didn’t have to start from scratch,” Flim said. “That’s how we can have it here and ready to go so quickly.” He looked directly at Diamond Tiara and Silver Spoon, and frowned at the skeptical look they both still wore. “If you don’t believe me, try it yourself, free of charge!”

“Not that we’re charging,” Flim noted.

“Free of obligation, as well,” Flam said. “If you don’t agree with its results, feel free not to get eaten. There’s no risk.”

“Fine,” Diamond Tiara said, snatching up a pencil and quickly sketching her cutie mark on one of their ‘enchanted cards’. Silver Spoon followed suit, and the two of them fed the cards into the machine. There were the usual bloops and blips and blinking lights, and then two result cards emerged from the slot. Flim examined them, then handed one to each of the fillies.

Diamond Tiara stared at hers, and looked confused. “What does yours say, Silver Spoon?”

“It says I should let you eat me, DeeTee,” Silver Spoon said. “We already knew that, though.”

Diamond Tiara held out her own card, revealing that it had a picture of her own cutie mark. “And this?”

Flim and Flam looked at each other.

“Could it be?” Flam asked, nervously.

“It has to be,” Flim said. “Look at the confidence. 99%! I’ve never seen it that high!” He turned to Diamond Tiara. “Miss –“

“Tiara,” she filled in. “Diamond Tiara.”

Flim nodded in thanks. “Miss Tiara, or should I say Princess Tiara, what this means is that the Marvelous Matchmaking Machine has decided that you are going to be the one.”

“The last one,” Flam said.

“The survivor,” Flim added. “You are going to be the one to make the new world. It’s an honor to meet you, so soon!” He kneeled at her feet, and started kissing her hooves.

Diamond Tiara smirked. “Maybe there is something to this machine after all.” She looked at her father. “Buy it for me!”

Flim and Flam looked at each other. “It’s not actually for sale,” Flam said.

“You’ll notice that we’re not charging for our services,” Flim added, getting back to his hooves. “There isn’t much use in bits, anymore.”

“We’re heading to Manehattan,” Filthy Rich said. “I’m sure there’ll be some use for bits there. And I’d certainly have a use for your skills, and your machine.”

“What are you planning?” Flim asked.

“We’re going to save Manehattan from itself,” Diamond Tiara said. “The little villages like this would have eaten each other up on their own, but Manehattan needs to be managed. That’s where we come in!”

“Ah, how generous,” Flim said.

“Ambitious,” Flam said.

Flim nodded. “Astonishing, if you can pull it off.”

Flam smiled. “Try not to get stabbed.”

“But before you go, one for the road?” Flim asked, pulling a lever on the machine with his magic. “Free of charge, of course, since you’ll be needing your bits in Manehattan.”

“What do you mean?” Diamond Tiara asked, as the machine started bleeping and blooping again, and spat out a pair of cards.

Flim snatched them up, and called out, “Apple Jelly? Bear Claw? Can we see you over by the machine, please?”

A pair of young earth ponies wandered over together. “What’s the problem?” asked the large brown and yellow colt, with a cutie mark of a bear’s paw print. “Jelly was just about to eat me. I mean, I know it was ahead of schedule and all, but --”

Flim patted him on the head. “Then I’m glad we caught you in time! I’m happy to say that thanks to these visiting ponies putting themselves in the system, we’ve found better matches for both of you!” He handed them new cards.

“Aww, but I wanted to eat Clawie,” the bright green filly said. She looked at the picture of Silver Spoon’s cutie mark on her new card. “I don’t even know who this pony is.”

Silver Spoon waved at her. “Silver Spoon, at your service,” she said. “Or rather, vice versa?”

“And I am Diamond Tiara,” Tiara added, turning to the colt. “I assume you’re here to be my lunch?”

“They’ll be moving on to Manehattan shortly, so we’re letting the two of you get eaten ahead of schedule,” Flim said.

“Oh!” Apple Jelly said, excited. “I’ve always wanted to see Manehattan!”

“Well, too bad,” Diamond Tiara said. “Because you’re getting eaten now. Right, Silver Spoon?”

“But I thought that after we got eaten we got to ride along and see what the pony that ate us saw?” Apple Jelly said. “That’s what my mom told me.”

Before Diamond Tiara could scoff at the notion, Silver Spoon quickly said, “That was Twilight Sparkle’s theory about what would happen, when she gave the demonstration in class.”

“Oh wow, you had a princess give your demonstration?” Apple Jelly said, eyes gleaming. “Did you hear that, Clawie? They knew Princess Twilight! What about Applejack, did you know Applejack?”

Silver Spoon smiled. “I ate Applejack.”

“Woah,” Bear Claw said. “Wasn’t she a full-grown mare?”

“That’s nothing. I ate Big Macintosh,” Diamond Tiara said, smirking.

Apple Jelly and Bear Claw just stared.

“Didn’t that hurt?” the colt asked.

Diamond Tiara shrugged. “So, can we eat you already?”

Bear Claw and Apple Jelly looked at each other. Apple Jelly nodded eagerly, and Bear claw turned to Diamond and Silver and asked, “You two are friends, right? Best friends?”

“The best!” Silver Spoon said. “We’ve been together forever, and we’ll be together until the end. Right DeeTee?”

“Okay then,” he said. “Apple Jelly and me were always best friends, and we wanted to stay together. But if she’s riding with you and I’m riding with Diamond, then that’s basically the same thing.”

Apple Jelly held out one of her forehooves to Silver Spoon, and blushed. “Please eat me. I can’t wait to be part of you!”

Silver Spoon looked at her hoof, and at the dirt on her hoof, and sighed. “Well, if you insist. I do wish you Apple ponies actually tasted like apples.”

Apple Jelly giggled, as Silver Spoon took her hoof into her mouth, and started licking it as she tried to press it back into her throat with her tongue. Jelly lifted her other hoof, and helped Silver Spoon stuff it into her mouth next to the first. “I know! I might have tasted Bear Claw a little, before we got called over for you, and he didn’t taste at all like a bear claw.” She wrinkled her nose. “He kind of tasted like mud.” Her eyes went wide, and she yanked her hooves out of Silver Spoon’s mouth, jerking the filly forwards. “Oh! I should have washed up! I haven’t taken a shower since last night!”

Silver Spoon staggered, a bit disoriented from the sudden un-stretching, as the meal was interrupted. “It’s fine,” she said, rolling her eyes. “I’m getting used to the taste.”

“Are you sure?” Apple Jelly asked. “I could fill a bathtub with apple juice and wash in that. Then I would taste like apples, like you wanted!”

Silver Spoon took her hoof, and lifted it up, stroking it. She shook her head. “What I really want is to get back on the road. Besides, if you tasted like food it would be really weird. You’re not food, you’re a pony. You should taste like a pony.”

Apple Jelly smiled. “Okay. I guess I’m kind of impatient myself. I just don’t want to put you to any trouble.”

Silver Spoon glanced to the side, where Diamond Tiara already had Bear Claw swallowed up to the cutie marks, having started with his hind legs. “Then since we’re both impatient, let’s try to make it fast?”

“Okay,” Apple Jelly said, crouching down like she was about to race. “Ready?”

Silver Spoon nodded. “Set.”

“Go!” they said together, and Silver Spoon’s mouth stretched wide as Apple Jelly shoved her hooves inside, then wider as her head quickly followed, the strength of her hind legs pushing against the ground and driving her inside far more quickly than anypony Silver Spoon had eaten before. One of Silver’s hooves shifted back to brace herself, and she groaned as the little Apple filly slid into her throat without even having time to get properly wet down and lubricated.

Apple Jelly took a step forward, and Silver Spoon braced all four of her hooves on the ground to hold herself steady against the tiny farm pony’s surprising strength. In just a few seconds, her head and neck were stretched wide around the straining muscles of Jelly’s barrel, and she felt her belly start to expand. She gave a lunge of her own, and gulped down the last of the body into her aching throat, only the legs and wildly lashing tail sticking out between her teeth.

Silver Spoon sat back and raised her head to let gravity help, but gravity wasn’t enough to drag the fuzzy filly down a dry, chafed throat. She’d have to suck on the legs for a while, perhaps, and swallow enough saliva to grease the wheels…

But then she felt something inside her pull – it was Apple Jelly, curling up into a ball and dragging her legs and the rest of her body into Silver Spoon’s belly. “Time!” she said, her voice a bit muffled, as Silver Spoon collapsed, clutching her aching neck and moaning.

“Twenty six seconds,” Flam said. “I think that’s a new record!”

“Great job, Jelly!” Bear Claw said. Diamond Tiara was eating him at a more normal pace, and had just enveloped his hindquarters, working them over with her tongue to make sure they were properly slick before trying to fit them into her throat.

Apple Jelly giggled and gave a faint cheer from inside Silver Spoon’s belly. “So how long until I digest?”

“Hours, normally,” Silver Spoon said, her voice hoarse, her throat still burning. “You can speed it up by moving around. Just try not to kick my bladder?”

===

Apple Jelly wasn’t very big, and even Bear Claw was still far from an adult, so they were ready to hit the road again as soon as Diamond Tiara finished eating her colt.

“I think that walking’s helping,” Apple Jelly said. She’d managed not to kick Silver Spoon’s bladder, although she’d found several uncomfortable organs to stroke through the stomach wall before her forelegs had finally weakened enough under the rough treatment to pop out of joint. “Every time you take a step, your stomach walls rub over me and dissolve a little more of my back. Clawie? How about you?”

There was no answer, but when Diamond Tiara poked at her belly, the colt’s body was still firm and whole inside. “I think he’s taking a nap.”

Jelly sighed. “Typical. Colts!”

“I know!” Silver Spoon said. “But if he’s going to be part of Diamond Tiara, that’ll make him a filly, right?”

Jelly giggled, jiggling inside her stomach. “And maybe you’ll get eaten by a big strong stallion, and then he can be the mare.”

Silver Spoon pictured it for a second – a fit, wealthy stallion, in an impeccable suit, inviting her over for dinner. She’d be dressed like a princess, of course – until it came time for the meal, when he’d watch with a hungry smile as she slowly undressed herself for him, and then held out her hooves. He’d kiss her hooves, before folding them back against her body, and then his muzzle and hers would get closer… closer… until his lips spread wide, taking her head inside…

She opened her eyes and let out a breath, banishing the fantasy. No, it wouldn’t be right. She looked to the side at Diamond Tiara’s bored expression, and smiled. She knew who she wanted to be eaten by.

Ponyville Pony Fest

Author's Note

This chapter has some stuff in it that isn't really soft vore. Cooking, mostly. If that's going to bother you, you should probably stop reading when they go into the spa.

Ponyville Pony Fest

Cheerilee waited until Carrot Top was a softening mass of flesh in her stomach before moving on. Like she’d noticed before with Twilight, most of the extra weight quickly vanished as she moved around, her tummy gradually shrinking as the pony’s body was completely absorbed, without leaving behind the massive layers of fat (or equally massive bowel movements) that would have been inevitable if she’d eaten an equal mass of ice cream or cake. By the time she reached Ponyville proper, she looked like her old self.

Ponyville was decorated for a festival – balloons everywhere, and streamers in the clashing riot of colors she remembered from her youth, before Rarity took over most of the decoration. An enthusiastically painted banner proclaimed that this was the ‘Ponyville Pony Fest~~iv~~’, the last two letters crossed out after the ponies painting the banner had run out of space. Crude stick figures of ponies cavorted randomly around the margins.

Most of the remaining ponies seemed to be gathering in the town square, so she headed there to join them. Mayor Mare and Sparkler were up on the front porch of Town Hall, once more converted into a stage, looking like they were preparing to give a speech. Nearby, the Ponyville Spa and Sugar Cube Corner both had signage indicating that some sort of special deal going on, and all the standard carnival games had been dragged out of storage. There was no sign of the creepy puppet pony who’d visited the town earlier, but perhaps a puppet show wouldn’t be needed.

The crowd waited impatiently. Cheerilee spotted a couple of mares she knew, and worked her way over to stand with them. There weren’t as many ponies crowded in the square as there normally would have been, but everypony was still trying to press forwards to get a good spot near the stage, so the crowd was as dense as ever.

“Cherry Berry! Berry Punch! Glad to see the two of you made it through the night,” Cheerilee said, with a friendly smile.

“Surprised to see you up and walking around,” Cherry Berry said, staring at her suspiciously. “Where were you when the mayor was running around in a panic drafting ponies to set up all the decorations?”

“I was probably busy eating breakfast,” Cheerilee admitted.

Cherry Berry nodded. “Anypony we know?”

Cheerilee tilted her head. “Did you know Carrot Top?”

Berry Punch, who’d stayed silent, smacked her lips a couple of times, and then put a hoof on Cheerilee’s shoulders. “I’m starving,” she said. “Can I eat you?”

“I’d really rather you didn’t,” Cheerilee said, taking a step back.

Berry Punch smiled. “Sometimes it works.” There was an uncomfortably long pause. “So, do you want to eat me?”

“Maybe… later?” Cheerilee suggested. “I’m sure Mayor Mare will be starting things any minute now.”

“I’ll eat you,” Cherry Berry said. “Come on, get in my belly.”

Cheerilee watched in morbid fascination as Berry Punch lurched unsteadily towards Cherry Berry, her eyes unfocused. Cherry Berry raised a hoof and held it up to Berry Punch’s chin, steadying her and pulling her head around to look her in the eye.

“How much salt has she had?” Cheerilee asked.

“I don’t think it’s salt,” Cherry Berry said. “I found her like this in what was left of Octavia and Scratch’s house. It must have been one hay of a party, since nopony else was around.”

“It was one HECK of a party,” Berry Punch said, grinning, and sticking out her tongue to lick Cherry Berry’s nose. “Can’t top it. Not even gonna try.”

Cherry Berry pulled her chin forwards, then spread her lips, taking Berry Punch’s muzzle into her mouth. The somewhat incoherent mare made a cooing noise, and nuzzled her way in further. Cheerilee, and the rest of the ponies nearby, had to dodge to the side as the two of them lost their balance, and fell to the ground.

“You’d better get started. They’re eating each other out there!” Sparkler said from the stage, quietly enough that it was probably only meant for the Mayor, but the crowd was small enough that everypony could make it out.

“Alright, alright,” replied the Mayor in a similar voice, before stepping up to the podium. “Fillies and Gentlecolts, your attention please!”

Cheerilee shifted half her attention to the stage, but couldn’t help but watch as Cherry Berry’s lips slowly moved down Berry Punch’s neck, her forelegs tugging at her meal’s shoulders to drag her deeper inside, since she was too out of it to assist.

Did it even still count as consent if the pony being eaten was too high on salt to figure out what was going on? Apparently the answer was ‘yes’, at least according to Discord’s spell. That could end up being a good thing or a bad thing – good for Equestria’s chances of ‘uniting’ in time, bad for the conditions that ponies might have to live with before then. On balance, therefore, a good thing, since all the pain that might be caused by ponies drugging each other to get their ‘consent’ would be forgotten.

Regardless… she glanced at the other ponies nearby, and saw that many of them were watching Cherry Berry’s efforts with the same look of fascination that she probably had on her own face. She hoped that they were just enjoying the show, and not planning to reproduce the conditions that led Berry Punch to volunteer.

She tried to pay attention to the Mayor’s speech.

“If the spa ponies’ treatment sounds too conventional, then I’d appreciate it if you’d give a thought to our other featured venue. Pinkie Pie, from Sugar Cube Corner, promises something exciting and unique, for anypony that wants to join her in her baking! She’s seeking ponies of all flavors for what she promises will be a masterpiece, remembered fondly until the end of the world! Finally, if neither of those tickle your fancy…”

Cheerilee’s mind wandered, imagining a row of cakes with blinking pony eyes, being swallowed whole one by one by Pinkie Pie’s insane cake-devouring abilities. Would she have been able to swallow a pony whole, even without the spell? She couldn’t rule it out. Certainly, Pinkie Pie wouldn’t linger on it like Cherry Berry was, although it was probably not a matter of choice in her case. Berry Punch had gone completely limp, and her limbs were sprawled out in all the wrong directions.

“Do you need any help?” she asked. Cherry Berry shook her head, slightly, and forced herself onto her belly, letting her get both forelimbs into position to work on helping her swallow her seemingly unconscious meal.

There was a cheer from the part of the crowd not distracted by the spectacle, which must have meant the end of the Mayor’s speech, since ponies started to disperse, most of them heading for the carnival booths, although a few headed towards Sugar Cube Corner or the spa. Cheerilee saw Sparkler and Mayor Mare talking to each other in low voices, and with a last glance at Cherry Berry, hurried towards the stage to talk to them.

“Cheerilee!” said the Mayor, looking up as she approached. “How wonderful to see you joining us at last!”

“Nopony’s seen you since you sent the students home from class early yesterday,” Sparkler said. “We all thought you’d left town.”

“Really?” Cheerilee asked, forcing a smile. “I would have thought the first thing ponies would assume was that I’d been eaten.”

Sparkler snorted. “I heard how nervous you were in class when you thought Twilight was going to be the one eating you.”

“Not that that’s anything to be ashamed of,” the Mayor quickly added.

“Yes it is,” Sparkler said. “Everypony’s afraid, but they’re getting eaten anyway. Everypony needs to get eaten. Having a high-profile member of the community acting like it’s something to avoid is devastating to morale.”

“I’m sorry if that’s the impression I gave,” Cheerilee said. “Are things really that bad? Morale doesn’t seem to be devastated.”

“Where have you been, though?” the Mayor asked. “We stopped by your house this morning, but there was no sign you’d spent the night there.”

“I was looking over Twilight Sparkle’s notes, and lost track of time. When the sun went out I was caught completely off guard.” Cheerilee paused. “I was planning to do a census to see if Ponyville was on track, or if we needed to work harder to get everypony to cooperate, but it looks like you’re already doing everything you can to encourage ponies to let other ponies eat them. If you’d like, I could monitor the festival and see how many ponies are actually getting eaten?”

“We’ve got this,” Sparkler said.

“We could always use more data,” Mayor Mare said. “But everything seems to be under control at the moment. So if you find yourself tempted by any of the options available, you are highly encouraged to participate.”

Cheerilee nodded. “I’ll keep that in mind.” She turned to go, then looked back. “If you don’t mind me asking, how do the two of you plan to go about getting eaten, when it’s your turn?”

“Oh!” the Mayor said. “We’ve been much too busy to worry about that.”

Sparkler rolled her eyes. “We’ll figure it out when the time comes. There’s plenty of time.”

“There might not be as much time as you think,” Cheerilee said. “In order to keep Equestria as a whole on track, small towns like Ponyville need to be reduced to a small handful of ponies no later than the end of the third day. At the very least, you should be planning to move the survivors to one of the larger cities by then.”

Sparkler narrowed her eyes. “We’ve got this.”

The Mayor smiled back at Cheerilee. “Don’t worry, we’ll take your recommendation under advisement in our future plans.”

Sparkler waved her off. “Go get eaten already.”

Cheerilee sighed loudly, and headed back towards the small knot of ponies surrounding Cherry Berry. She arrived just in time to see Berry Punch’s cutie marks vanish into Cherry Berry’s lips. Things were going faster, now, with most of her meal inside her – and awake again, now, her hind legs kicking randomly, as if she was struggling against being eaten.

“Let me out!” came a faint voice, muffled inside Cherry Berry’s stomach.

“Bit late for changing your mind,” said one of the bystanders. “You’re already mostly eaten.”

“I didn’t change my mind! I just have to goooooo.”

Cherry Berry’s eyes went wide, and she tried to let Berry Punch out, struggling to reverse her throat’s instinctive convulsions, to no avail. Cheerilee and Junebug dodged the blind kicking and grabbed on to Berry Punch’s legs, trying to pull her back out, but it was no use – between Berry’s wiggling, and Cherry Berry’s swallowing, she sank inexorably deeper and deeper into her throat. Cheerilee let go when she ran out of leg to hold on to, and stepped back, watching the hooves vanish between her lips.

Cherry Berry gave a strangled squeak, her throat still too full to speak, and looked faintly green.

“Ahhh….,” came a voice from inside her. “Never mind. I’m good.”

===

“I can still taste it,” Cherry Berry said, a few minutes later when she felt rested enough to walk. “And I think she threw up inside me. Twice.”

“I’m not sure why it matters,” Cheerilee said. “All of that was going to be in your stomach eventually, wasn’t it?”

“It matters because it’s gross,” Cherry Berry replied. “And just thinking about it makes me feel sick. Do I have a fever? I feel dizzy.”

Cheerilee rested her fetlock against her companion’s forehead. “Hmm,” she said. “You don’t feel feverish. Do you want to find the nurse?”

“Ha!” Cherry Berry gave a bitter laugh. “I know exactly what they’d prescribe. They’d tell me to get eaten.”

The two of them were walking around the square, where ponies who were putting off deciding whether to eat or be eaten were playing various carnival games instead. One of the ring toss booths had a live pony hogtied and hanging from the ceiling, among the other prizes. Cheerilee stared at him, and he gave her a nervous grin. “Want to try to win the grand prize?” he said, while the attendant dealt with a customer. She rolled her eyes, and they moved on.

“I’d do it,” Cherry Berry said. “I’m not some selfish jerk who’s planning to live forever. But I’d probably just make whoever ate me as sick as I am.”

“Well, probably not quite as sick,” Cheerilee said. “It would be diluted. Eventually, a pony could eat the pony that ate the pony that ate you and not be sick at all.”

“Are you volunteering?” Cherry Berry asked.

Cheerilee frowned, as their circuit took them near the spa, where one of the twins – Aloe, was it? – was out by the door smiling and waving ponies inside. “I’d rather not,” she said. “Why don’t we check out the spa? Maybe they’ll have something in there for you.”

Cherry Berry chuckled. “I guess I could go for some soup.”

“Soup?” Cheerilee asked, as they headed for the door.

“It’s more of a stew,” Aloe said, smiling. “I take it you two are here to eat? I hope you’ll consider sampling our other services.”

Inside, they could see that there were several lines. There was a line for the sauna, with a few ponies waiting their turn. There was a longer line for the hot tub, which was surprising since it was usually something that many ponies could use at once – but it was, indeed, completely full, and Cheerilee could count a dozen pony heads sticking out of the water, although it was hard to make out who was who through the clouds of steam, since the water inside was literally boiling. There was space for a line for a ‘super-deep bone-crunching tenderizing massage’, but it didn’t look like anypony was in a hurry to find out what exactly that meant, not when the masseur was a giant brick of a pegasus that didn’t look like he should be able to fly, which would explain why he hadn’t headed up to Cloudsdale with the rest of them.

“You should line up for the hot tub,” said one of the ponies in that line. “I know the line looks longer, but it moves a lot more quickly.”

“I was actually hoping to get something to eat, to settle my stomach,” Cherry Berry said. “This doofus in here doesn’t really agree with me.” Berry Punch shifted around a bit inside her, but didn’t say anything in response.

“Oh, if you’d care to wait over here then?” Lotus said, and led the two of them over to a set of couches off to the side. They were already occupied, but Cheerilee and Cherry Berry sat down next to them, joining the crowd waiting to eat. “The first pony from the sauna should be ready shortly. I do hope that the result is edible… the hot tub is already so crowded,” Lotus said.

Cheerilee watched as Lotus got the giant pegasus to come with her, over to the sauna. The two of them put on thick protective gear, and she could still see them recoil as they opened the door. A strangely tantalizing aroma wafted out into the room, turning every head.

What emerged had once been a unicorn mare. Her form was still intact and pony-shaped, but her eyes were closed and she wasn’t moving. Her mane and coat and the hair on her tail were all missing, and the skin underneath was a very unnatural color – a rich golden brown, like a loaf of bread. She didn’t smell like bread, though. She still smelled sort of like a pony – what a cooked pony smelled like, presumably.

While the pegasus dragged her across the room, the stone slab she was resting on scraping against the floor tiles, Lotus took out a set of clippers and started shaving the next pony in line, who laid down on another slab to let her work.

Cheerilee and the others stared at the steaming pile of pony flesh set before them. “So… we each take a piece?” Cheerilee asked.

“Yeah!” the pegasus said, loudly.

Cheerilee leaned forwards, and gingerly set her teeth against the pony’s skin, on her shoulder. It had already started to cool, and she was fairly confident that she wouldn’t get badly burned. She bit down, like she was biting into an apple, but it was more like biting into a roasted eggplant – the skin was tougher than expected, but not tightly attached anymore, and a torn piece of it came off in her teeth, while the soft flesh beneath it mostly stayed in place. She slurped the skin into her mouth and chewed.

Everypony else looked at her expectantly. “It’s… odd,” she said, after swallowing. She leaned down and took a bite of the muscle from the spot she’d exposed. Hot juices filled her mouth, and she had to worry at it a bit to get a piece of it to come loose. Once it was in her mouth, though, it almost seemed to melt, covering her tongue and filling her senses with the taste and smell of pony flesh, far more intense than what she’d tasted eating ponies whole.

“It’s definitely edible,” she said to Lotus, when the spa pony came back over to see how they were all doing, after shaving the next pony and shoving them into the massively overheated sauna. A few of the other ponies nodded in agreement, having followed Cheerilee’s lead once it was obvious that the experience hadn’t killed her, or been so disgusting that she wished she was dead.

“The meat is edible, I see,” Lotus said, looking over the bite marks that they’d left in the pony’s legs and hips. “But what about the organs? The bones?” She placed her hooves on the roasted pony, and pushed her over onto her side, then tore open her belly with her teeth, like she was opening a gift-wrapped package. Steaming coils of intestines spilled across the slab and onto the floor, the rounded lumps of organs swimming in them like breadballs in a plate of spaghetti.

“I hear from the griffons, that the liver is a prized morsel,” Lotus said, poking around in the mess until she located the large dark mass. Reddish slime coated her hooves as she held it up to the others.

“I think… I’m going to be sick now,” Cherry Berry said, staring at the gruesome display.

Nopony else seemed to be in a hurry to eat it either.

Lotus sighed. “Oh, I was afraid of this,” she said. “I suppose the inside bits will have to go into the stew.” She walked over to a cabinet, retrieving a giant bowl half as large as she was, and started scooping the pony’s innards into it wholesale.

Cheerilee stared in fascination at the parts of a pony she’d previously only seen in an anatomy textbook, and leaned down to take another bite.

===

Cherry Berry excused herself from the feast around the time the third pony came out of the sauna. Cheerilee and the others were still working on the first pony – there was a lot of meat on a pony if you didn’t swallow it all at once. Eating roasted pony flesh – all rich and greasy – hadn’t done anything to settle her stomach, and even after Berry Punch dissolved into goop she still felt light-headed and slightly ill. She didn’t feel up to being swallowed whole, and the line for the hot tub was longer than ever.

Cherry Berry walked over to the pegasus, who was still minding his empty line. “So, big guy,” she said. “This massage of yours.”

“Yeah!” he said, posing for her and showing off his pectoral muscles.

“I’ll be dead at the end of it, right?” she asked. “Ready for somepony to eat? Like those ponies that got roasted like carrots.”

“Yeah!” he said, cracking his wrists.

Cherry Berry looked him over. “And it won’t hurt?”

He shrugged.

“Hah,” she said. “Fine, do me.”

The pegasus flipped her up onto his back, and before she knew what was happening he’d dragged her off into a back room, where he dumped her on her belly on an ordinary looking massage table – except for the straps. “Safety first!” said a poster on the wall, that she had time to read as the pegasus pulled her legs down one at a time and fastened them in the restraints. It had a picture of a smiling pony being strapped down onto a table, much like she was. “Unwanted movement during a deep tissue massage can lead to back pain, dislocated joints, or loss of function. For your safety, stay still and relaxed while your masseur works her magic!”

“Oh Celestia, this is going to hurt, isn’t it,” she said, as her fourth leg was strapped down tight. The restraints were not comfortable – they were too tight, and had sharp edges which bit into her skin. Her belly was still bloated, and having it pressed so tightly against the table wasn’t comfortable either. But the worst part was still the anticipation. She cringed and clenched her teeth, her eyes tightly shut.

A pair of hooves like hammers slammed down on her hips, driving them against the table. Cherry Berry gave a strangled squeal as they kept pressing, pressing and pressing and not letting up, until with a series of cracks and pops her hip bones shattered. Even after that he didn’t let up, kneading and massaging with impossible force, the bones inside the loose sack of skin that used to be her hindquarters crackling like popcorn, until everything was ground into powder.

And it hurt. It hurt a lot. Not as much as it should have, she realized, as the pain started to fade. It hurt like a really intense massage. And now, the parts that he’d crushed felt impossibly relaxed. If only they didn’t ache so much, it might almost feel good.

“Keep going,” she gasped. This had been a terrible mistake, and she was going to die in intense discomfort, instead of the gentle passing that most of the other options offered, but it was too late to stop now. If nothing else, he was going pretty quickly, so it would all be over soon.

The hooves came down on the middle of her back, next, and she heard her spine shatter. The impossible pressure from the masseur’s impossible strength bore down on her abdomen, and she felt something burst –

===

Cheerilee kicked at the skull of the pony she was eating with her hoof a second time, and this time managed to shatter the bone. She pried off the sharp little shards, exposing the brain. There wasn’t much meat left on the pony, and she’d even eaten her tongue (a tasty little morsel), and sucked out the squishy little eyeballs (which had been disappointingly flavorless and watery).

She hadn’t said anything when Cherry Berry had gone off and left her, partly because her mouth was full at the time, and partly because she didn’t really know Cherry Berry that well and the time she’d spent with her whining, sarcasm, and general bad attitude made her realize why they’d never become closer friends.

But she still wondered what was happening to her, and she looked up as she saw the door to the back room open. The pegasus inside gingerly poked his head out into the room, a rather sad expression on his face. Lotus noticed as well, and walked over to speak to him.

“Is something wrong?” she asked.

“Yeah,” he said, looking like he was about to cry.

“Let me see,” Lotus said, with a sigh, and he stood aside as she poked her head into the room. “Oooh, I was afraid of that,” she said. “I’ll get a mop.”

Losers Bet

Scootaloo’s second Stare Down match was against Comet, again. It took about an hour before her turn cycled around again, and when she walked over to her square, there he was, waiting.

“I asked for a rematch,” he said, as she took her place across from him. “This time you won’t trick me!”

“Will too,” Scootaloo said.

“Will not,” Comet replied.

“Will too,” Scootaloo repeated, as the proctor tried to ask them if they knew the rules.

“Will not,” Comet said, as he got up and the two of them bumped hooves to start the match, sitting back down and continuing to glare at each other.

“Will too,” Scootaloo said, carefully stretching one wing, then the other.

Comet’s eyes didn’t wander. “Will not,” he said, doing something to the clouds they were sitting on with his hooves.

Scootaloo didn’t look to see what. “Will not,” she said, flopping her ears back and forth randomly.

“Ha!” Comet said, standing up and pointing at her. “I win.”

“Yeah, you got me,” Scootaloo said. “Might as well go over and get your star.”

Comet’s eyes drifted momentarily towards the proctor, who gave an ear-piercing shriek with his whistle, then walked over and gave Comet another black star, making four. “No. NO!”

“Don’t worry,” Scootaloo said, smirking. “It’s barely noon. You’ve still got time.”

===

Scootaloo’s third Stare Down match was against Comet, again. She followed him after the second match, and watched as he flew up to the booth where they were planning out the pairings and asked to face Scootaloo again – apparently, that was all it took.

“This is kind of pathetic,” Scootaloo said, when the time for the match came around. “I mean, I’m not complaining – I’ll be done before lunch, and I can go watch Rainbow Dash race.”

“This time, you’re going down,” Comet said, narrowing his eyes.

The proctor saw that they were both in position, and asked, “Do you need me to go over the rules? Otherwise, bump hooves to start.”

They bumped hooves, and sat back, staring.

“So how do you think you’re going to lose this time?” Scootaloo asked.

Comet didn’t take the bait, instead staring silently at her, motionless. She tried wiggling her wings, and her tail, and making various small motions with her hooves, but he didn’t react at all.

“Are you even awake?” she asked, waving a hoof between their eyes. “Hey, proctor, I think he’s asleep. That’s against the rules, right?”

“I’m not asleep,” Comet said, keeping his gaze otherwise unfocused.

Scootaloo sighed, and settled down for a long game.

They stared at each other for a while. It was really boring.

“Are you sure this is better than actually playing the game and losing?” Scootaloo asked, after five hours or so. Or maybe five minutes. It wasn’t like she could check a clock. “If it’s petty revenge, it’s not going to do anything. Once I win this game, I’m done. You’re the one who needs to squeeze five more games in afterwards.”

Comet continued to say nothing.

“If you make me miss all Rainbow Dash’s races I’m going to push you into the vat myself,” she said, trying not to think about just how fast Rainbow Dash could win a race. It had already been several hours – she was probably done by now.

Comet smirked, slightly.

Scootaloo felt something shoot through her, and before she knew what she was doing she was on top of him, punching him in the face with her hooves, ignoring the whistle going off behind her head in favor of hitting him again and again, until somepony bit down on her tail and dragged her off, and up into the air where she was helpless.

Comet wiped a bit of blood off his muzzle, and grinned up at her. “Ha! I knew you’d crack.”

“Physical contact means you forfeit,” the proctor explained, after setting her down.

“I know,” Scootaloo grumbled, as he gave her another black star.

“If you’re going to lose your temper, you might want to go play Battleclouds,” he suggested.

“Uh uh,” Scootaloo said. “Now it’s personal. That little creep is going down!”

Comet grinned. “Fine with me, loser. How about we make it interesting?”

Scootaloo perked an ear.

“Next time we face off, we make a side bet. Whoever wins gets to eat the loser. Right here in front of everypony.”

Scootaloo shook her head. “No way! I told you, nopony’s eating me but Rainbow Dash.”

“You’re that sure you’re going to lose?” Comet said, smirking. “Guess I know why you can’t fly now. Chicken.”

“Don’t call me a chicken,” Scootaloo said, spreading her wings and taking a step towards him. “Only two ponies get to call me a chicken, and they’re both dead!”

“Then don’t be a chicken,” Comet said, motioning at her with one of his hooves. “Come on, hit me. Or are you too afraid now that I can hit back?”

She was not. Getting kicked in the face barely hurt, when you were as mad as she was, and her own blows didn’t seem to be bothering Comet much either. The proctors pulled them apart before they could get very far, holding them both back as they squirmed to try to get at each other. “No fighting in the stadium!” said the one holding Comet. “You’ll distract the other ponies. Take it outside!”

But by the time they were actually dumped on their tails outside the stadium, the moment had passed, and the bruises were starting to hurt, a little.

“So your friends are dead, huh?” Comet asked.

“Yeah,” Scootaloo said. “I was supposed to join them yesterday, but Rainbow keeps putting it off.”

Comet nodded. “Mine are too. We promised to win this together, but those losers couldn’t even get past the first day.”

“What’s even the point?” Scootaloo said, rolling onto her back and staring at the clock. “I can’t play any of the fun games, and Rainbow is off doing grownup stuff without me. Again. Why won’t she just eat me already?”

“Maybe she wants you to earn it,” Comet said. “Look, I don’t want to go to the stupid Rainbow Factory. If I lose again, there won’t be time to come back. So even if you’re too chicken to bet, I’ll let you eat me if you win. It’s lunchtime anyway, right?”

“Fine,” Scootaloo said. “I’ll make your stupid bet. If you beat me again, you get to eat me instead of Rainbow Dash. But I’m warning you, there’s no way I’m going to lose with something like that at stake.”

“Sure,” Comet said. “I believe you.”

“It’s true!” Scootaloo said.

“Uh huh.”

Scootaloo rolled to her feet and glared at him. “Stop teasing me!”

“Wouldn’t dream of it,” Comet said, grinning.

Scootaloo leapt on him, but he was ready for her, and this time there was nopony around to stop the fight.

===

The two bruised and bandaged foals limped up to the square. Scootaloo’s front leg was tied down with bandages from where Comet had almost twisted it out of joint, and Comet had an eyepatch over the eye Scootaloo had nearly gouged out, which was probably an unfair advantage somehow. The pills were taking the edge off the pain, but she couldn’t stop feeling around the gap in her teeth with her tongue, even though it sent a stab of pain through her jaw every time she poked at it.

It had been a pretty good fight.

“You two again?” asked the proctor. It wasn’t one of the ones they’d had before, but apparently word had gotten around.

“This is the last time,” Comet said. “We’re making a side bet. Winner eats the loser.”

The proctor looked back at Scootaloo, who nodded, poking at her missing tooth again.

“Then bump hooves and begin, I guess,” he said.

Comet held out a hoof and smirked. Scootaloo snorted, and buzzed her wings to help support herself on her hind legs for long enough to bump her remaining hoof into his.

Then, they stared. Scootaloo focused on Comet’s eyes, and ignored the rest of the world. His unpatched eye was red. Almost like Rainbow Dash’s, but not quite. She imagined it shifting into Rainbow’s magenta, and the rest of her idol’s face filled itself in around them – the sky blue fur, the rainbow mop of a mane, the confident friendly smile. It was beautiful. She could have stared at it all day.

“So who are you thinking of?” she asked, breaking out of her trance as she spoke.

“Huh?” Comet said.

“Nevermind,” Scootaloo said, going back to imagining Rainbow Dash. This was for Rainbow. There was no way she could lose.

“Sunshower,” Comet said, after a while. “I’m thinking about her. What you said about Rainbow – I would have let Sunshower eat me, but she had to go and get herself eaten first.”

“Ouch,” Scootaloo said. “So why are you here, then?”

“What?”

“You already lost. She can’t eat you. It’s going to be somepony random.”

“I don’t want to be eaten by anypony!” Comet said. “I don’t want to die!”

“That sucks,” Scootaloo said. “Because you’re going to. Winning or losing this isn’t going to change anything.”

“Hah,” Comet said. “I’m going to make sure you die first.”

“Why?” Scootaloo asked.

Comet snorted. “Because you’re my enemy. Duh.”

“Oh,” Scootaloo said, frowning. “I thought we were friends.”

“What?” Comet asked. “No really, what?”

Scootaloo grinned, a cool breeze making the gap in her teeth twinge. “We’re totally friends. We’ve spent all day playing together and everything.”

“Why would I want to make friends with you?” Comet asked. “Even if I liked you, and wanted to make up with you, why would I do it now? When one of us isn’t even going to live out the next hour? What would be the point?”

Scootaloo stuck out her tongue, and made a face. “Do you really want to get eaten by an enemy?”

Comet stared back at her in horror, and then curled up, covering his eyes with his hooves. As the whistle blew, he said, “Stop it! Stop saying that I’m your friend!”

“Are you okay?” Scootaloo asked, leaning closer. The way he was holding his eyes – was he crying?

“I hate you!” Comet said. “I can’t stand being around you! Just eat me and get it over with!”

“Um, I think we need to go off into the center,” Scootaloo said, reaching down with her good hoof and helping him up. “Come on. I’ll try to make it quick, okay? I still need to get another game in.”

===

“Now, here’s a pair that have really had it out for each other all day. I don’t know how many ponies were following their games, but I know everypony was entertained by their brief scuffle earlier. Now it’s time for the final act! For your viewing pleasure, Comet Tail has volunteered to be eaten by his opponent and arch-rival, here in the stadium!” A cheer went up through the crowd. “Let’s all hear it for Scootaloo!” A louder cheer, and then all eyes were on the two of them, there in the center ring.

“So how do you want it?” Scootaloo asked. “Headfirst or tail first?”

Comet cringed, his wings locked tightly to his sides. “I don’t want to die,” he said.

“Oh come on! You’re the one who made the stupid bet!” Scootaloo said. “Now everypony’s watching!”

Comet looked at the crowd, which was staring back at them, expectantly. His breathing started to get harder and faster, and he suddenly shot to his hooves.

“Oh no you don’t!” Scootaloo said, leaping on him as he turned to bolt, pinning him to the clouds. She couldn’t get a good grip with only one forehoof, though, and when he spread his wings to try and fly, she started to slide off his back – so she sank her teeth into his wing, biting down hard and wrestling with it with her good hoof, and ended up sliding off to the side, hanging from him by his wing and completely fouling his flight.

The two of them slammed into the cloud-soft ground with a quiet ‘poof’ of fog, and Comet gave a gasp, his wing going limp in Scootaloo’s grip after a faint ‘pop’ she could feel through her teeth. She released her grip, and rammed into his side with her forehead, getting a whimper out of him as he fell over onto his side and rolled onto his back, cradling his bad wing with his hooves.

Scootaloo lunged at his hind legs, and took a kick to her face. There wasn’t as much force behind it as there could have been, but hind legs were strong, and her muzzle exploded in pain, stars floating in front of her eyes.

“Looks like we’ve got a live one here, folks!” said the announcer, watching the fight.

Scootaloo shook her head to clear it, and feinted towards Comet’s legs again, dodging the inevitable kick and countering with her teeth around his ankle. Comet tried to squirm around and get it loose, but couldn’t manage to break her grip, even as she dragged him around the ring. Realizing that wasn’t accomplishing anything, she rolled over onto her side and wrapped all three of her unbandaged legs around his to hold it in place while she shifted her muzzle to engulf it.

Somewhat to her surprise, she felt her muzzle and throat stretch around Comet’s leg as she shoved it into her mouth as quickly as she could. He was still struggling, and giving every sign that he wanted to get away, but Discord’s spell was working. Which meant he was faking, right?

Either way, Scootaloo was determined. Comet was going down. Down her throat. No matter how much he struggled.

She couldn’t get his other hind leg into her mouth, but she managed to get her own leg in the way and keep him from kicking her with it as she swallowed his thigh and stretched her lips wide around his rear end. After a brief bout of squirming and struggling, tugging and a couple of kicks to his side to distract him, his stray hind leg ended up folded forwards, unable to get enough leverage to move as she slowly sucked the squirming pegasus into her throat.

And his wings! He was flapping his good wing, worse than Derpy had, but his other wing was limp, and when she bit down on it he screamed and went limp.

Good boy, she thought to herself as she folded them both safely into her mouth, where they couldn’t cause any more trouble.

Of course, that meant that her face was in range of his front hooves, and she had to just close her eyes and take the beating as her muzzle made its way up his barrel. Her face was all rubbery, stretched out around him, and the blows didn’t really hurt. They ended soon enough, as she got his shoulders into her throat and restricted his range of motion.

“No!” he was whimpering, as his head slowly vanished between her remaining teeth. “No no no no no!”

She jammed her front hoof into his muzzle, shutting him up and helping her rippling throat muscles pull him into her stomach. There were a few last halfhearted kicks against her teeth as his front hooves flexed at the ankle, and then he was inside her.

Scootaloo groaned, and collapsed on her side, completely exhausted. Comet was still thrashing around inside her, and it was making her feel sick. “Yes,” she said, punching herself in the stomach. “Yes yes yes!” That last jab hurt, but it must have hurt him too, because he finally calmed down.

Somepony grabbed her by the hoof, and she looked up as the announcer helped her sit up and raised it above her head. “The winner, Scootaloo!”

Scootaloo saw the whole crowd standing and cheering for her, some of them jumping up and down in excitement, and gave a gap-toothed grin for the crowd. Yeah, winning was kind of sweet.

===

Scootaloo’s last match was against a different pony. An adult mare, but one with five black stars and a haunted look on her face. She kept glancing up at the small clock next to the booth where they were setting up the matches.

“I’m not going to lose,” she said. “I don’t care how much the crowd loves you, I’m not going to lose!”

“Geez, calm down. It’s just a game,” Scootaloo said.

“This is my last chance!” she said. “If I get one more black star, they won’t even let me compete!”

“Cool Breeze, Scootaloo, if you’re ready, bump hooves and begin,” said the proctor.

Scootaloo held out her hoof, buzzing her wings to hold herself up, since her other foreleg was still bandaged. Breeze took her time bumping it, which was annoying. They sat back, and locked gazes.

“Boo!” came a voice from inside Scootaloo’s belly. Cool Breeze looked down in shock, and the proctor blew his whistle.

Cool Breeze squeaked, and collapsed onto the clouds, covering her face with her wings and sobbing.

“Um...” Scootaloo said, wondering if that match counted, since Comet had interfered. But the proctor didn’t say anything about it, and gave her the last gold star she needed, covering up all the black. She was safe for the day.

As she staggered out of the square, and out of the stadium, she asked the pony in her stomach, “Did you just help me?”

“Did I? Maybe I wanted you to be the one to look,” Comet said. “Come on, let’s go see Rainbow Dash.”

Duty Calls

Powder Burn was having the worst day of his life. There wasn’t much call for anypony to be happy, with all of Equestria in serious peril, but having your commanding officer telling you that you were expendable was a special kind of awful.

Yeah, he’d tried to sugarcoat it. “Your talent is with the cannons, and we’re not going to need the cannons anymore.” He’d tried to bribe him. “All of you that were chosen for today’s force reduction, feel free to join King Blueblood’s incentive program. Ponies are panicking privately, and we’ve seen no sign of massed resistance.” But Powder Burn knew that he was being singled out because he was a screw up.

Okay. He had to admit that perhaps ‘singled out’ wasn’t a completely honest assessment, since they were reducing their forces by half, again, just like they had yesterday. That’s how it felt, however. Especially when it turned out that he was the only ‘expendable’ member of his patrol who’d volunteered to continue his service to the bitter end.

Maybe he’d hoped that his loyalty would change the Lieutenant’s mind, but Blaze had just nodded and told him to go suit up.

Suddenly, something smacked him in the side of the helmet, making his ears ring, and he realized that he’d been spacing out instead of keeping a careful watch like he was supposed to.

“Sir!” he said, standing up straighter and looking alert.

“Come with me,” said Lieutenant Blaze. “I heard something in that alleyway.”

The other two members of the patrol, both pegasi, were already taking wing to provide overwatch as the pair of unicorns cautiously advanced into the shadowy gap between the buildings.

Powder Burn let himself relax as they finally spotted the source of the noise. A yellow pegasus shivered as she clung close to a white unicorn’s side. Her ears were flattened against her skull, and half her face was hidden behind her long pink bangs. She gave a soft squeak as she spotted the two guards, and moved as if to hide behind her friend.

The unicorn sighed. “Fluttershy, please, there’s nothing to be frightened of. These are the Royal Guard!”

“But Rarity, they’re hunting…” she replied, in a volume just above a whisper.

“There’s nothing to be afraid of, ma’am,” said Blaze. “You should head to the palace – King Blueblood has opened it to the public, and the staff there will spare no effort to make you feel comfortable.”

“But they’ll eat me!” Fluttershy squeaked, ducking down until only the top of her head peeked over Rarity’s whithers.

“Only in the most comfortable and respectful fashion,” Blaze said. “It’s a sad fact that the world is ending, but there’s no need to be afraid of it. I’ve eaten a few ponies myself, and they all enjoyed the process immensely.” He smiled. “You’re just nervous. I understand.”

Powder Burn noticed that Blaze didn’t mention that the ponies the Lieutenant had eaten were his own wife and foal. Of course they’d enjoyed it!

“I work with animals,” Fluttershy said. “I’ve seen animals eat each other. I – I have to help them, sometimes.” She squinted her eyes shut.

“And I keep telling you, this is nothing like that, darling,” Rarity said. “We’re civilized ponies, not wild predators. There will be no tearing claws, or sharp pointy teeth.”

“I know,” Fluttershy whimpered, “but when I close my eyes, it’s all I can see.”

The Lieutenant looked uncomfortable. “With all due respect, ma’am, perhaps you should get it over with? Maybe your friend…”

“I can’t!” Fluttershy said, curling up and covering her face with her hooves. “I just can’t!”

Rarity stood next to Blaze as they looked down at Fluttershy with dismay. “Perhaps… a demonstration? To show you that it isn’t anything to fear?” She turned to the unicorn next to her, and lifted a hoof towards his mouth. “Could you –“

“Rarity, no!” Fluttershy said, leaping to her hooves and clutching at Rarity’s neck. “Don’t leave me alone!”

Blaze stared at the scene, and turned to Powder Burn. “Private, resolve this situation,” he said.

“Sir?” Powder Burn asked, confused.

“We’ll continue the patrol without you,” the Lieutenant said, and with a coded flash of his horn to signal the pegasi, he turned and marched out of the alleyway, leaving Powder Burn alone with the two mares.

Rarity met his gaze as he turned his attention back to them. “What are you planning to do?” she asked.

“I think I was just ordered to provide a demonstration,” he said, with a sigh. He lit his horn and started to unbuckle his armor. “I’m slightly larger than you. Do you think you can manage?” He focused on the practicalities to avoid thinking about the personal cost. Which was nothing; he was a dead pony walking either way. Having his life cut short by a few more hours than he’d expected was certainly a blow, but he’d rather die than have his last act be an act of cowardice that only served to further terrify a frightened civilian.

“I’m so sorry about this,” Rarity said, reaching up to stroke Powder Burn’s cheek. “You don’t need to go through with it if you don’t want to. I’m sure…” she glanced at Fluttershy, who was backed up against a wall and curled into a ball, staring at the two of them with wide, fearful eyes. “Well… I’ll think of something before nightfall. Surely.”

“Just stop,” he said, lifting his own hoof to rest against Rarity’s lips and keep her from saying any more. “It’s not like this is a huge, terrifying sacrifice that I’m only making because I’m brave. I’m happy to help your friend, and to be your meal.” He tried to smile, but that wasn’t really an often-requested skill for a Guard, and he wasn’t sure that he pulled it off.

Rarity opened her mouth, and took his hoofguard in her teeth, carefully removing it and letting it clatter to the ground. “Of course!” she said, with a much more genuine smile. “Finish undressing, then, and I’ll begin from your rear hooves. I believe I can handle the size, but I’d rather not get your horn caught in my throat by trying to take you headfirst.”

“Ah,” Powder Burn said, stepping out of his other shoes and then lifting off his helmet. His armor was already unbuckled, so he shrugged his shoulders and let it slide off his back. It clattered to the ground in a jangle of metal on cobblestone. Without its weight he felt light as a pegasus, ready to drift away on the slightest breeze.

He turned to present his hind hooves to Rarity, who took one in her magical grip and lifted it to her mouth. As her lips slid around it, Powder Burn turned to Fluttershy. “Come over here and watch,” he said. “This is for your benefit, so there’s no sense hiding.”

“I don’t want to watch,” Fluttershy said, softly.

“Too bad,” Powder Burn replied, as Rarity’s lips slid over his fetlock. “Come over here and watch.” He tried to keep an on outwardly pleasant face, and enjoy Rarity’s tongue as it started to caress his frog, but this Fluttershy was just so... ah, there she went, finally.

Fluttershy slowly got to her hooves, and took a few steps towards the pair, as Rarity lifted Powder Burn’s other hind hoof to her mouth, and pushed forwards, feeding both hooves into her throat, her neck starting to stretch around them.

“Does it hurt?” she asked.

“No. Not at all,” the stallion said, as the tight muscles of Rarity’s neck started to pulse around his legs, drawing him in deeper, his thighs and cutie marks slipping inside. “It’s a bit uncomfortable to stretch out around somepony you’re eating, but being eaten is…” he took a step back towards Rarity, to keep his forelegs underneath himself as he was pulled inside her. “It’s kind of like weird sex.”

Fluttershy eeped, blushing.

Rarity glowered, and Powder Burn gasped as she bit down on his legs. “Sorry, sorry! I didn’t mean anything by it! For Celestia’s sake, be careful!” It hadn’t really hurt, but he was thankful she hadn’t been a few inches farther along. His most sensitive parts were about to enter her mouth. To his relief, she pushed past them quickly, lodging the back part of his body in her throat instead of lingering over them with her shy friend watching, or worse, using them to further demonstrate her ire.

“Are you okay?” Fluttershy asked, staring into his eyes, as he slid back into Rarity’s maw, inch by inch.

Powder Burn laughed. “Don’t worry about it. Your friend’s gentle enough, and I’m sure she’ll be even gentler with you.” Before it was too late, he lifted his foreleg, and squeezed it into Rarity’s mouth, alongside his barrel. “Come on, help me with my other arm,” he said.

Fluttershy gingerly lifted it up in her teeth, and folded it back, tucking it into Rarity’s lips. With another large swallow, the rest of Powder Burn’s body slid into Rarity’s throat, leaving just his head and neck in the open air. Fluttershy’s cheek brushed against his as she pulled back.

She was so soft.

“See?” he said, as Rarity’s tongue lapped at his throat, pulling him deeper. “Nothing to be afraid of.”

Fluttershy lifted her hoof, and stroked his cheek. “Thank you,” she said, closing her eyes and giving a tiny smile.

Powder Burn sighed. It had worked, after all. His work done, he closed his eyes as well, and relaxed. Rarity shifted positions around him to let gravity help, and he slid steadily into her depths.

“Thank you, Fluttershy,” Rarity said, breathing heavily and reclining on the cobblestones, rubbing the huge lump of guard stallion engulfed in her belly. “That was a wonderful performance.”

“Rarity!” Fluttershy squeaked. “He can still hear you!”

“Perhaps, but it’s far too late for him to do anything about it,” she said. “It’s not as if his ire can give me indigestion.”

“You’re terrible!” Fluttershy said, stomping her hoof, almost hard enough to make an audible clack against the street. “And you’re making me as bad as you!”

“If the last act of my life’s drama is to eat or be eaten, then I intend to put forth my best effort,” Rarity replied, smirking. “Equestria deserves no less.”

Powder Burn didn’t say anything, as he lay in Rarity’s belly waiting to dissolve, but the brief moment of happiness he’d felt at seeing Fluttershy’s smile was gone. This really was the worst day ever.

Hospitality

Fluttershy spent at least an hour resting her head on Rarity’s bulging stomach while the bloated unicorn napped, speaking softly to the guard inside, who remained still and silent. Fluttershy stopped when the lumpy mass had lost all definition, and Rarity’s middle was soft and squishy. She hoped that he’d accepted her apology before there was too little left of him to listen.

When Rarity stirred from her nap, Fluttershy pulled back, sitting calmly beside her and acting as if she’d just woken up herself.

Rarity rolled to her hooves and took a few careful steps, gauging the size of her belly. It was still quite large, but she could walk. “Hm, I believe I’m ready to continue on,” she said. “I hope we don’t need to make any more stops – we’ve lost so much time already, and we’re barely halfway to our destination.”

“We would have been there already if we hadn’t stopped to eat the guard,” Fluttershy said.

Rarity looked a bit embarassed. “I apologize for the delay, but I was quite famished! A problem I shall not have any time soon, thanks to our friend here!” She patted her stomach.

“We could have just had normal food,” Fluttershy said quietly, following Rarity out of the alleyway and back onto the main streets. The sun still sat in the same place, casting the same sharp shadows, but the streets were nearly empty now. Everypony with someplace to be had gone there, and most of the rest had presumably headed for the palace.

Or maybe everypony was hiding. The city was full of predators, after all. Walking brazenly down the center of the street must have scared the others off – the stillness was a bit creepy, but they weren’t disturbed, and were able to make good time. Before they knew it, they were at Fancy Pants’ estate. The front gate hung open, but the door into the mansion itself was still closed, and little puffs of smoke rose from the chimneys.

“Now remember,” Rarity said to Fluttershy, as they approached the porch. “We’ve both eaten already today, so we aren’t beggars desperate for a meal, and certainly not desperate to become one! We’re simply calling upon my dear friends Fancy Pants and Fleur de Lis.”

“Got it,” Fluttershy said with a nod, then frowned and narrowed her eyes a little, “But isn’t all of that true?”

Rarity laughed, and knocked on the door.

It took a minute or so for anypony to answer. Rarity was frowning and fidgeting with worry by the time they finally heard the noise of clopping hooves trotting across the foyer, but managed to compose herself before the door opened.

One of the house maids peered through the doorway. “Ah, I know you,” she said. “You’re friends of the master.”

Rarity smiled. “We’ve travelled quite a way to visit with Fancy Pants. I hope it’s not too much of an imposition? The mail from Ponyville wasn’t running, or we’d have sent a note.”

“No, no, not at all,” the maid said, opening the door wider and waving them in with a feather duster held in her magic. “You’re one of the ponies with a standing invitation, after all.” As she led them through the sparkling clean entry hall, she added, “I’m afraid the master isn’t in at the moment, but we’re expecting him to return soon. In the meantime, I can show you to one of the parlors set aside for visiting friends.”

“Is Jewels out as well?” Rarity asked. “I was surprised not to see him minding the door.”

“Jewels has been eaten, ma’am,” the maid said. “We’re a bit short-hooved, so please excuse the mess.”

Fluttershy looked around as they were led down a hallway to a large, sunlit parlor, but saw no sign of anything but perfect housekeeping. Perhaps they’d focused on the parts of the mansion they expected to show to guests. She took a seat on an ornate green chaise lounge and let her wings spread out a bit, relaxing. Surely here they were safe, from predators and predatory instincts alike.

“Would you care for any refreshments?” the maid asked, lingering at the door. “We’ve been instructed to provide you with anything you require.”

“Anything?” Rarity asked, perking up one of her ears.

The maid held up a hoof to stifle a giggle. “Within reason, of course.”

“What if I were to ask for a pony?” Rarity replied.

The maid nodded. “Very good. Would that be to eat, or to consort with? Or both?”

“I, um…” Fluttershy said, blushing. “Some tea and cucumber sandwiches would be lovely,” she squeaked, hiding her face under her bangs.

===

Fluttershy and Rarity sat for a few minutes in companionable silence before two new ponies arrived, a gray unicorn carrying the tea in his magic, and a powder blue pegasus with a tray of cucumber sandwiches balanced between her wings. They set out the refreshments on a small table, then retreated to stand by the door silently while Rarity poured the tea.

“Thank you,” Fluttershy said, taking her cup carefully in her hooves and inhaling the aroma. It was an interesting mix; there was some tea in there, but also a generous blend of spices. It was the sort of tea Rainbow Dash might drink, if you added enough sugar. She took a sip, then nibbled at one of the sandwiches. “Oh, these are quite good,” she said. “You should try one, Rarity.”

“Be careful not to ruin your appetite,” Rarity replied, sitting back and sipping delicately at her tea. She turned her head to smile at the unicorn servant, who remained expressionless. The pegasus next to him twitched her wings a bit, anxiously.

Fluttershy pouted a bit as she saw Rarity’s teasing. “Do you have to?”

“It would be rude to refuse such an offer,” Rarity replied, motioning the unicorn closer. “You should eat yours as well.”

“But I already ate somepony today,” Fluttershy said, staring at the sandwiches. “I thought –“

“You must!” Rarity said, twirling her hoof until the pony standing before her turned to present his rear. “It’s the duty of every pony in Equestria to eat as many ponies as they can convince. To refuse an offer is… unpatriotic!”

“She didn’t actually offer,” Fluttershy said, looking up at the pegasus, who was shifting from hoof to hoof, obviously agitated.

“She’s here, darling, just like mine, and already unwrapped. Surely removing their uniforms before arriving was offer enough.” Rarity leaned forward and licked the unicorn’s flank, tasting him. “What an odd cutie mark,” she remarked. “Whatever does it mean?”

“My talent is for giving pleasure,” the unicorn responded in an even tone. “Perhaps before you eat me, you’d like to sample my other services? There is a private room a few doors down, unless your friend would like to watch.”

Fluttershy squeaked, and covered her muzzle with her hooves.

Rarity rolled her eyes, but lifted a hoof to stroke along the servant’s flank. “That does sound quite fascinating,” she replied. “If a bit scandalous! To think, that Fancy Pants of all ponies maintained that sort of staff! I’d love to hear all about it.”

Fluttershy gave another tiny squeak.

“…in private, of course,” Rarity said, sliding off the couch and onto her hooves. “Lead the way.”

Fluttershy opened her eyes after a few seconds, and they were gone. She was left alone with the tea, the sandwiches, and the powder-blue pegasus, who met her gaze as she glanced her way.

“I’m in charge of the laundry,” she said, in a firm but quiet voice. “I don’t – do that.” She paused. “Normally.”

Fluttershy nodded, and looked down at the table. She started on a second sandwich. They were really quite good.

Her hooves trembled as she started to pour herself another cup of tea, but before she could spill a drop a pair of powder-blue hooves rested lightly against hers, steadying them. “Thank you,” she said. “Do you want a cup?”

“We’re not allowed,” the pegasus replied. “Not where the guests can see us. I –“ she stepped back, and lowered her head. “I’m sorry. I’m not as practiced dealing with guests as the other staff. I normally work behind the scenes.”

Fluttershy nodded again, and sipped her tea. “Do you want me to eat you?” she asked.

“You may eat me, if you desire,” she replied, lowering her head again, taking deep breaths and slowly relaxing her tense pose.

“But do you want me to?” Fluttershy asked.

“It’s my duty to be eaten.”

“But do you want me to eat you?” Fluttershy asked, again.

“I don’t want to have to eat anypony else,” the pegasus replied. “I had to eat my friend yesterday, just to make it through the night. It was terrible, miss. I don’t want to have to do that ever again, but if I’m to be of any use to my master tomorrow, I’ll need to eat several more ponies today.”

“Oh,” Fluttershy said, looking down.

“Not that there’s any pressure!” the servant added, quickly. “I can have somepony else on the staff eat me, or else go back on the list in case other guests arrive. It doesn’t have to be you, if you wouldn’t enjoy it.”

“I’d enjoy it,” Fluttershy said, sighing into her tea. “I like eating ponies. It makes me feel strong.” She set down the teacup, and looked back up at the pegasus. “Does that make me a bad pony?”

“It’s not my place to judge, miss,” she replied. “I’m here to serve.”

“Do you want me to eat you?” Fluttershy asked, again.

“It’s not my place to choose,” she said, ears flattening. “I’m here to serve at your whim.”

“I want you to choose,” Fluttershy said.

“That’s cruel, miss,” the pegasus replied.

Fluttershy sighed, and settled onto her seat. “What if I chose for you to eat me?” she asked.

The look of horror on the servant’s face was answer enough. Then she stiffened, and forced her expression into a blank mask.

“Very well,” Fluttershy said. “I’ll eat you. Would you prefer –“ she stopped, and sat up straight. This was a job for assertive Fluttershy, for the poor mare’s sake. “I’ll eat you headfirst,” she said. “It should be easier, with the wings.”

“Very good, miss,” the other pegasus replied, relaxing a bit and leaning her head down towards Fluttershy’s. “Do you want to start –“

Fluttershy cut her off by leaning forwards and engulfing her muzzle. She stared into the eyes of her meal, which went from shock, to fear, to resigned acceptance in the space of a few seconds. Then she opened her mouth wider, and took more of the head into her mouth, hiding them away forever. She caressed the mare’s chin with her tongue, licking through the soft, clean fur, and gently pulling her deeper in. There was the now-familiar moment of discomfort as the soft nose pressed against her tonsils, and then she stretched around it, and her lips slid down through the short-cropped mane as the mare’s muzzle slid down her throat.

Fluttershy reached forwards with her hooves, steadying the pegasus and guiding her to the floor, her wings folded at her sides and her legs underneath, with Fluttershy descending on her from her perch above. She felt the wings twitch, trying to spread despite the efforts of their owner, and placed her hooves to hold them firmly in place as she slid the servant’s head fully into her throat, the muscles there swallowing around the bony lump and drawing it down inside, pulling Fluttershy forwards to engulf the pony’s neck, and then her shoulders.

It took a bit of an effort to get the wings past her lips, but once she had, the feathers were aligned correctly to slide past her cheeks and into her throat with minimal tickling. It was still much different than eating a unicorn. Much… fluffier? And while the servant’s muscles were tight and hard, as they flexed a bit to help Fluttershy devour her, she was still so very light.

Fluttershy growled, and pressed forwards fiercely, squishing more of the pony into her mouth, then clamping her teeth onto her body while it slid down her throat, latching herself forwards inch by inch, hooves reaching to grip her sides, and flanks, and then her rear, as she flexed around the mass of pony filling her throat.

She felt her meal tense up and start to squirm, the wings trying uselessly to spread inside the tight flesh of her throat, the hind legs twitching and kicking slightly, the tail lashing. But it was no use. Fluttershy was a vicious beast, and this was her prey. Resistance was useless – there was no mercy to be found. She spread her own wings triumphantly, as she engulfed the pony’s hips, leaving only her tail and legs, slowly making their way into her mouth.

Her head shrank back into shape as the wide pony body slid fully into her throat, and all her muscles relaxed bit by bit as the pegasus made her way into her stomach, the tickly hairs of the tail giving her one last sensation before it was over. She sat up on the lounge, threw back her head, and gave a triumphant roar.

“Rar.”

There were a few seconds of frantic motion inside her, as the pegasus she’d eaten was free from the tight confines on her throat, and moved around in a panic, pressing her hooves and muzzle against various parts of her stomach. But there was no escape, and soon enough she settled down.

“I…” came a faint voice from inside her. “I h-hope you enjoyed me, miss. I’ll. I’ll just sit quietly and digest, now.”

Fluttershy gripped the sides of her belly with her wings, and stroked the pony inside her, through her own flesh. “You were delicious,” she said. “But I’m still hungry.” She reached out towards the sandwiches, but with the pony inside her she could barely move, and they were just out of reach. She pouted, and settled back on the lounge.

Leaving Rainbow in the Dust

Rainbow Dash still felt pleasantly bloated as she woke from her nap. She stretched, poked a bit at her slightly bulging belly, and feeling nothing solid left inside, took a look around.

Someone had towed her cloud out of the stadium, but she was still in a pretty good place to watch the races. The race going on at the nearest track wasn’t very interesting, though – there were three clear winners, with a bunch of scrubs fighting it out to not be in the bottom half.

“Ha! I thought you’d never wake up!” said a pony behind her, grinning as Rainbow spun to face her. “You’d better hurry, sleepyhead. It’s almost quitting time, and you’ve still got a black star there.”

“Um, thanks, whoever you are… wait, I know you. You’re that crazy pegasus from the Wonderbolts camp.” Rainbow Dash said, narrowing her eyes. “Are you spying on me?”

“Wow. That’s just a kick in the ego,” the pony said. “Lightning Dust. Lightning. Dust. We were only teammates for like a week, I guess that’s not enough time for you to remember my name?”

“Maybe I was trying to forget, so I didn’t have to punch you in the face for nearly killing my friends,” Rainbow Dash said, standing and flaring her wings.

“How are they doing, by the way?” Lightning Dust asked.

“How do you think?” Rainbow Dash snapped.

Lightning Dust tilted her head. “I’d expect that they’re eating tons of ponies, ‘cause they’re famous and have fans to volunteer?”

Rainbow Dash groaned and sat back on the cloud. “Ugh, no. We’ve got this stupid rainbow power that means we bleed energy into the void faster than anypony else, so we were all supposed to get eaten first thing. But it’s not as bad as the princesses, so I’m not dooming the world or anything because I snuck over to Cloudsdale to check out the games.”

“Ha! Little miss spit-polish, breaking the rules.” At Rainbow’s glare, she smirked. “Calm down, I’m glad you’re here. None of these scrubs are anything like a challenge. Yesterday there were the Wonderbolts at least, but they’re sitting out today for some stupid reason.”

Rainbow checked out Lightning Dust’s badge – all gold stars. “Guess I missed my chance to race you. Maybe tomorrow?”

“Just because I don’t need another star doesn’t mean I’m not up for another race! Not as long as I get to leave you in my dust. I still haven’t gotten you back for getting me kicked out of the Wonderbolts.”

Rainbow gave a few flaps, and hovered off the ground. She was still feeling a bit bloated and slow from eating the twins – not enough to make her lose against the sort of competition she’d been getting so far, but Lightning Dust was another story. “I’m kind of at a disadvantage here,” she said, poking her stomach again and letting out a loud burp.

“Yeah yeah, you ate a pony. How about I eat somepony before the race, to make it fair?”

“I guess that would work,” Rainbow Dash said. “One freshly eaten pony’s about like two mostly-digested ones.”

“Great! I’ll go find somepony to eat, and you get us signed up for the race.” She flew down towards the stadium, and called over her shoulder, “Hurry up, slowpoke!”

“I’m coming! Hold your horses!” Rainbow Dash said, leaping off the cloud and swooping down after her one-time rival.

===

Signing them both up for the race went quickly, and Rainbow circled around to find Lightning Dust surrounded by a swarm of excited mares and stallions.

“Eat me! Eat me, Dust!”

“Choose me! I’m the tastiest!”

“Nooo, I’m your biggest fan!” said one ridiculously muscular pegasus. “Literally!”

Rainbow Dash landed next to her, in the middle of the crowd. “You’ve got fans?”

“What, you think I gave up stunt flying just because the Wonderbolts were too lame to handle me?” Lightning Dust said, smirking. “This is for a handicap, so you pick somepony.”

“Rainbow! Rainbow Dash! Eat me, Rainbow!” screamed one of the mares.

“You sure you want to let me pick? What if I picked that crazy huge one?” Rainbow Dash asked.

Lightning Dust snorted. “Then I’d know you were scared to lose. And you should be!”

Rainbow Dash laughed, and hovered up a few feet, scanning the crowd. “It’s a shame Scoots isn’t here.”

“Who?” Lightning Dust asked.

“Eh, there’s this filly that keeps following me around, begging me to eat her,” Rainbow Dash said. “She might balance out giving you a really big meal.”

“Oh Celestia,” Lightning Dust said. “Following you around? I’m surprised you haven’t eaten her already just to shut her up.”

“Nah, she’s awesome,” Rainbow Dash said. “Too awesome to just give up like that. I wanted to see how far she could get. But she’s not here, so…” Rainbow Dash spun around and pointed to a blue and pink pegasus wearing a shirt with a lightning bolt on it. She looked pretty excited about getting eaten, and still had two black stars, so she probably wasn’t going to make it anyway. “You,” Rainbow Dash said, pointing.

“Woo!” she said, flipping into the air and doing a little loop-the-loop. “I’m going to get eaten by Rainbow Dash!”

“What? No—“

“Oh gosh oh gosh oh gosh I can’t believe it!” she said, swooping down and giving Rainbow Dash a big hug. “I thought I was just going to go into the soup, but this is way better! I love you Rainbow Dash!”

Lightning Dust snickered. “So… I guess I’ll eat the big guy, then?”

“Whatever,” Rainbow Dash grumbled, wriggling in her meal’s vice-like grip.

===

Despite the way their last partnership had ended, Rainbow still found it easy to work with Lightning Dust. They barely needed a word to stay in sync as they tore off a section of cloud, and flew it up into the air to serve as an impromptu stage, since it was pretty obvious that the crowd was going to want to watch them eat.

The chosen victims flew up to meet them. The mare bounced up and down on the cloud excitedly. “I’m Spring Step!” she said. “It’s so great to actually meet you! I watched you race the Wonderbolts in Rainbow Falls – you made Spitfire look like a snail!”

Rainbow chuckled nervously. “Yeah, she’s getting a little old,” she said, rubbing at the base of her own neck. “And she’s more of a precision flyer anyway.”

“And what’s your name, big guy?” Lightning Dust asked.

The giant pegasus landed on the cloud, and grunted, “Crate.”

“You as solid as you look?”

He nodded, and held out a hoof. Lightning Dust licked it, staring into his eyes and seeing no reaction. She squirmed her tongue around the bottom of the hoof, trying to tickle his frog, but he just sat there silently, like a lump of stone.

“Well, this is going to be fun,” Lightning Dust said, then stretched her mouth around the offered hoof, trying to swallow as quickly as she could just to get it over with. Even his hooves were big enough that that still wasn’t very fast.

On the other side of the cloud, Rainbow Dash was darting back and forth trying to catch Spring Step, who kept bouncing from hoof to hoof and spinning around in place. “Eat me! Eat me! Hind hooves first, so I can watch! Or would it be a better view of your insides if you ate me face-first? Oh, I can’t decide!”

Rainbow Dash grabbed her forelegs, and held her still, surprising her enough to momentarily stop her babbling. “This way’s easier on the wings,” she said.

Spring Step nodded quietly. Then started vibrating, and letting out a shrill ‘squee’. Rainbow Dash smirked, leaned forwards, and licked her nose, cutting the squealing off with a sharp squeak. Then she opened her mouth and slid her lips over Spring Step’s muzzle, clutching her forelegs to her chest. Spring Step moaned and went limp, putty in Rainbow’s hooves.

Lightning Dust snarled, her neck stretched out obscenely just from Crate’s hooves, and tried to figure out how she was going to get his head and chest in there with them. The massive slab of meat in front of her was like a mountain cliff, with no easy way to scale it. Crate lowered his head, and prodded at her lips with his muzzle, but while it was soft and bristly, her eyes were only even with his nostrils… but she wasn’t going to let this defeat her. She was Lighting Dust. She could eat anypony!

Her wings pulsed and buzzed as she shoved herself forwards, and sure enough, he was a rock, solidly providing a firm anchor for her to press herself against, until her head and muzzle stretched out to slip her lips around his nose, and steadily press it inside her. Her vision went blurry as her face and eyes distorted impossibly around a head as large as her barrel, and then a barrel that felt as large as her wingspan. Just a little more… if she could just get past his chest, she was home free.

Rainbow Dash stroked Spring Step tenderly, smoothing her out as she slid into Rainbow’s throat, making sure her legs and wings folded neatly against her sides. The relaxed little pegasus gave a soft moan as Rainbow Dash’s hooves slid along her feathery wings, and squirmed a little to try to work her own way deeper in. Rainbow Dash swallowed around Spring Step’s head, and felt the solid lump of her skull descend towards her stomach, dragging the rest in after it, fur and feathers tickling her lips and leaving a dry, clean taste on her tongue.

Lightning Dust twitched and swallowed, her wings buzzing but doing little, since they were sticking out in the wrong directions with her chest and shoulders bloated around the heavy lump stuck inside her. She was barely aware of the rest of the world – everything was focused on swallowing Crate. She knew that she’d gotten past the widest part, but he was still just so big that her mouth felt just as stretched as it ever had, and she could only tell that she was still making progress because more and more of her organs were being pressed aside and squished to make room for his muzzle and neck as they slid into her massively distended stomach.

Then something tickled her nose and she tried to sneeze, twitching and convulsing around him as her lungs spasmed, but there was no room for any air to squeeze its way up past his chest. She ‘sneezed’ again, before realizing that what was tickling her was the feathers of his wings, and that she needed to somehow stretch her mouth even wider to get them inside…

Rainbow’s tongue caressed the mare that slid inside her, licking along her belly, and then down her thighs, as Spring Step curled up inside her, drawing her hooves and tail steadily into Rainbow Dash’s lips. One more firm swallow, and the whole pony was inside her, slipping down her throat and resting easily in her stomach. Rainbow Dash let out a sigh, and stroked her belly, feeling Spring Step wiggle around inside her to nuzzle back at her hooves, through her stomach wall.

She glanced over at Lightning Dust, who was about half done. “You need some help?”

Lightning didn’t respond, not even with a twitch or a wave since talking was obviously out of the question, but Rainbow Dash could tell that she was still somehow making progress on the big lump.

“Yeah, nopony has time for this,” Rainbow Dash said, pressing her hooves against Crate’s butt and helping to shove him into Lightning Dust’s mouth. “In you go, big guy.”

===

They’d attracted enough attention that the ponies running the races had a proctor watching and waiting for the two of them to finish, so Crate was barely down Lightning Dust’s throat before they were summoned to the starting line.

“You sure you want to go through with this?” Rainbow Dash asked. Spring Step was still moving around inside her, but Flitter and Cloudchaser were basically gone, and she’d flown around carrying three ponies plenty of times anyway.

Lightning Dust, on the other hoof… Crate had been quite a bit larger than her, so her whole body was stretched thin around him, with her wings, legs, and head sticking out in more or less the right positions, but looking comically undersized. Still, she’d managed to get airborne, so it couldn’t possibly be as awkward as it looked. “You think I’m gonna chicken out?” she said, with a cocky grin. “You’ll be eating my dust, wingmare!”

“Maybe after I lap you,” Rainbow Dash said.

“Tough talk for a second-rate weather-pony!” Lightning Dust pawed at the cloud beneath them, obviously trying to crouch in preparation for a fast takeoff, although her legs kept wanting to slip out to the sides and leave her belly-down in the fluff. “Let’s make it interesting.”

“What did you have in mind?” Rainbow asked.

“Just the standard side bet,” Lightning Dust said. “Whichever of us wins gets to eat the other.”

“I don’t know,” Rainbow Dash said.

“What, you chicken?”

“I’m just scared that I’ll choke to death on all your cockiness,” Rainbow Dash said. “But I guess even a reckless nutcase deserves a last request. So fine, it’s a bet. When you lose, I’ll eat you.”

“Dream on,” Lightning Dust said, as the referee raised the starting flag.
“Three! Two! One! Go!” He dropped the flag, and the ponies were off!

This was one of the high-level finalist races, with everyone in it having won multiple races and just needing one more star to be home free. The racers launched from the starting line like arrows from a bow, leaving trails of all colors behind them. Rainbow Dash, for once, was in the pack – near the front of it, but not way out in the lead like she expected from her previous races. Still, there was a little voice inside her that told her she was going to do just fine.

It was Spring Step, giving a little cheer.

R! A! I! N!
Who’s the pony who’s going to win?
B! O! W!
Rainbow Dash, that’s who!

There was rude laughter to either side, and she glanced to see two ponies she’d hoped to leave well in her past – the two childhood bullies she’d always been competing with in flight school, Hoops and Score. They were pacing her, to either side. “You know, Rainbow Crash, that works a lot better if you leave the cheering section on the sidelines.”

“Yeah, yeah,” Rainbow said. “But then I wouldn’t be able to hear the cheer over you two whining when I make you eat my rainbow trail.”

They gave another laugh, but with a little more effort Rainbow Dash pulled ahead, swerving left and right in front of them to let her wake slap them in the face as they tried to follow. She gave a victorious laugh, and looked back over her shoulder to see the looks on their faces… only for her eyes to go wide as she saw what was coming up behind them.

The cheering crowd hushed, replaced by screams of panic and the sounds of pegasi slamming at full-speed into solid clouds, as Lightning Dust burst through the center of the pack like a wrecking ball, the other racers bouncing off the massive weight of the pony she’d swallowed and spinning out to either side. “I’m coming for you, Rainbow!” she screamed.

“Ahhh! Rainbow! Save us!” cried Score, he and his friend struggling to catch up with her as they raced around a turn. Rainbow Dash felt a glimmer of hope as their monstrous pursuer barely managed to start the turn before slamming into the side – which was dashed as she managed to land against the wall cleanly, plant her hooves, and bound away from the springy material without losing any of her momentum.

“Sorry, guys, but only one pony’s winning this race,” Rainbow Dash said, swerving to cut off Hoops as he tried to pass. He was too panicked to slow down in time, and she felt his nose slam into her rear end, under her tail. “Hey!” Her legs lashed out instinctively, planting hooves in his shoulders and sending him hurtling back.

Hoops screamed, legs and wings spread wide as he flew back, spinning, to splat against Lightning Dust’s face. It didn’t do much to kill her momentum, but with him pinned there she was blinded, and the next turn found her slamming her hapless passenger all the way through the wall of the track and into the clouds supporting the stands.

But in seconds, she’d pulled herself out of the wall and was back in the race, gradually building up speed again.

“Celestia’s tits, we’re going to die!” Score whimpered, still right on Rainbow’s tail but making sure to stay out of reach of her hooves. Even with a pony inside her, cheering her on, he wasn’t anywhere near the racer she was, and he wasn’t about to risk trying to pass, even if the adrenaline running through his body told him that he could totally outpace her.

“For pony’s sake, Score, stay out of my way,” Rainbow Dash said, screaming around the track at full speed, even though she knew it was a terrible idea to start sprinting so early. It wasn’t like there were any other racers left to take advantage if she ran out of steam – just Score, who was flying full out just like she was, and Lightning Dust, who’d somehow transformed into an unstoppable juggernaut of death.

Who was somehow getting closer with every turn.

There was only one way she was going to make it through. Score was, predictably, staying right in her slipstream, so Rainbow focused on Lightning Dust, waiting until she was just rebounding off another cloud wall to suddenly spread her wings to the side, spinning around and air-braking hard. The poor colt landed in Rainbow’s grip, eyes wide and terrified, and with all four hooves she flung him right at her rival’s face, using the rebound to regain her speed.

There was a fading high-pitched scream behind her as Score cried like a little girl, and then the bone-crunching impact as he slammed into Lightning Dust’s face. She managed to avoid taking a nose-dive into a wall this time, but still lost a lot of time and momentum scraping him off – and there were only a few laps left.

Rainbow grinned. She could do this.

She just had to not slow down. To ignore her aching wings, and the sprain she’d gotten in her foreleg when she’d shoved Score, which was making it hurt to hold the proper position for perfect lamellar airflow. Just three more laps. Two more laps. One… more… lap…

She risked a glance over her shoulder, and squeaked as she saw Lightning Dust barely a pony’s length behind her, coming up fast. She reached for her inner reserves of speed, but she’d been flying flat-out for too long and there was almost nothing left. Lightning Dust was still gaining, and she could almost feel her breath brushing over her tail.

So she spun around to face her pursuer, and not a moment too late! Lightning Dust slammed into her chest, and they grabbed onto each other, struggling and biting and kicking and flailing their wings around, losing altitude gradually until they were bouncing along the cloud-floor that had been placed beneath the track for safety.

But every time they bounced, either Rainbow Dash was on top, so light that Lightning Dust barely noticed she was there, or Lightning Dust and Crate were on top, crushing Rainbow into the cloud with what would have been bone-crunching force if the ground hadn’t been so soft and fluffy. A few rounds of that, and Rainbow Dash found herself splayed out on the ground, senseless, as Lightning Dust rolled the last few feet towards the finish line.

“No – no!” she cried, leaping to the air and throwing herself after her rival. But she was just a second too late, her nose even with Lightning Dust’s wings as they passed the checkered flag.

No, wait – that wasn’t a checkered flag the ref was holding. It was a red flag. And he was waving it wildly and blowing his whistle as he flew over towards them.

“Foul!” he shouted, right in their faces. “I’ve never seen such a blatant foul in my entire life! Both of you are disqualified for cheating!”

He put five black stars on each of their badges, although it hardly mattered since it had been the last race of the day anyway.

Rainbow Dash was too tired to groan, but Spring Step did it for her. “What were you doing out there?” she moaned. “I think I broke my everything.”

===

It took Scootaloo a long time to get to the racetrack. There was a reasonable network of wing-optional pathways between the Stare Down arena and the other foals’ games, but they petered out when she tried to make her way over towards the adult events. She ended up backtracking all the way to the sign-up desk, where one very bored pony was manning the otherwise empty desk and waiting for the clock to finally strike six and officially end the day.

It didn’t take much convincing to get her to fly Scootaloo over to watch the races. She left a note telling anypony who showed up just before closing time to come back the next day when they’d actually have time to compete.

When they got there, everypony in the crowd was on their hooves or on the wing, cheering on the racers – it was the last race of the day, and it was a good one. The ponies competing were the best of the best, and fairly evenly matched. Most of them could have knocked off their third win earlier, but the winner of this race got the grand prize in the racing division – one of the Wonderbolts as their personal meal.

“But if these are the finalists, where’s Rainbow Dash?” Scootaloo asked.

“Ugh, who cares,” said a stallion standing next to her. He had two black stars left on his badge, which meant he was destined for the rainbow vat, along with most of the crowd at this point. “This is the makeup race after her and her friend fouled the first race to Tartarus and back.”

“You got to admit, it was a good show,” said a mare hovering overhead. “The way she kicked that colt in the face? It was awesome!”

“What?” Scootaloo said. “There’s no way Rainbow Dash would cheat like that! It must have been an accident or something.”

“Maybe the first time,” said the mare, “but the second time was pretty obvious. And then once they’d taken everypony else out between the two of them, she and her friend started fighting, right there on the track. I’m surprised either of them made it over the line.”

Scootaloo shook her head violently. “You’re lying! Or… wrong! I’m going to find her and ask her what really happened!”

Some of the ponies had seen Rainbow slink off in disgrace after being disqualified, and were able to point her in the right direction. Scootaloo made her way through the cheering crowd to a secluded ledge behind the stadium, overlooking the wide-open fields of Central Equestria. They were on the ragged edge of Cloudsdale, and the sun over Canterlot was shadowed by the bulk of the city. This was where the fluffy but structurally sound cloud-crete gradually gave way into regular cumulus, with hills and valleys of cloudstuff and the occasional 3000-foot drop to the ground where it had entirely worn through.

Without wings to give her an overhead perspective, Scootaloo could have wandered lost for hours if she hadn’t heard Rainbow’s voice. She sounded like she was in pain.

“Gah! Ahhhh! Ah hah hah hah hah – Lightning Dust, stop it! Stooop!”

Scootaloo burst over the crest of a cloud-hill, and saw a massively bloated cyan and orange pegasus lying on her side, her back to Scootaloo, while in front of her Rainbow Dash’s legs and tail were just visible behind her bulk.

“Hey!” Scootaloo shouted, running up to her. “What are you doing to Rainbow Dash!”

When she arrived, it was all too obvious – Rainbow’s legs and tail weren’t sticking out from behind the other pegasus, they were sticking out from between her lips, all that was left of her outside the other pony’s throat as she squirmed, her tail flipping back and forth and her legs kicking and twitching as she moaned and laughed at whatever this ‘Lightning Dust’ was doing to her inside her mouth.

“Are you… tickling her?” Scootaloo asked.

Lightning Dust froze.

“Um… yeah,” came Rainbow Dash’s voice from her throat. “Let’s go with that. Is that you, Scootaloo?”

Scootaloo clamped her teeth on Rainbow’s tail, and tried to pull her back out of the other pony’s mouth. But it was like tugging on a tree-branch – there was a little give, but it sprung back as soon as she let go. She wasn’t really making any progress. “No! No no no! You don’t get to eat Rainbow Dash! She promised me. She promised!”

“Oooh, ponyfeathers!” Rainbow Dash said. “I promised I’d eat you, right.”

“You forgot,” Scootaloo said. “You ran off and left me and totally forgot all about me. Again!”

Lightning Dust rolled her eyes, and gave a swallow, pulling Rainbow Dash a little deeper inside.

“Yeah, my bad,” Rainbow Dash said, squirming around a bit inside Lightning’s throat and stomach. “So how did it go? Did you get your stars?”

“Like you even care,” Scootaloo said, folding her forelegs and frowning.

“Mmm mmmph,” Lightning Dust said, her mouth still full.

“Is that a yes or a no?” Rainbow asked.

“Mmmph.”

“One mumble for yes, two for no.”

“Mmmph.”

“Woo! Way to go, squirt! You’re totally going to win this thing, aren’t you?”

“Why should I bother?” Scootaloo said, flopping to her belly on the clouds. She looked up helplessly, to watch the last of Rainbow’s colorful tail vanish between Lightning Dust’s lips, followed quickly by her hooves. One more swallow, and she was gone, forever.

Lightning Dust groaned, and tried to curl up on her side, but couldn’t make her torso bend, not with all the ponies squeezed inside it.

“And you!” Scootaloo said, glowering at Lightning Dust. “How could you?”

“Heh,” Lightning dust said. “Heh heh heh. Had to show I was better than her. She got me kicked out of the Wonderbolts! There was no way I was going out without proving I could take her.”

“And you did, I guess,” Rainbow Dash said. “Although you got us both killed doing it.”

“Whatever,” Lightning Dust said. “I won, so now I can die happy. How’s it feel, being my last meal?”

“Kinda squishy,” Rainbow Dash said, wiggling around a bit. “I think Crate’s about ready to fall apart. He’s oozing around me, like some sort of meat jelly – ugh, I’m never going to get this out of my feathers.”

Lightning Dust grimaced. “You can stop describing it now, thanks.”

“You know, I think there might be room in here for one more,” Rainbow Dash said. “How about it, Scoots? I’m not sure I can actually eat you while I’m in here, but we could spend some time together, at least?”

There was no reply.

“Scootaloo?”

“She ran off,” Lightning Dust said. “And a good thing too, because there is no way I’m trying to squeeze anything else down my throat.”

Manehattan Madness

Manehattan was on fire.

Not the whole city, obviously, but a lot of it. Enough that it was impossible to pick out individual fires – just a smoldering orange glow encompassing the entire island.

“Well, this is disappointing,” said Filthy Rich, staring at the column of smoke rising from the battered high-rise buildings, from their vantage point on a large hill overlooking the bay. With the sun hovering lower over Canterlot to the west, the shadow stretched across the water until it vanished into the mist-like nothingness that had replaced the ocean. Staring into the void made his head hurt, so he stared at the smoke, instead.

“What’s going on? You promised me a shopping trip in Manehattan, daddy,” Diamond Tiara said, stomping a hoof. “How am I supposed to shop if all the stores are on fire?”

Filthy Rich shook his head. “I knew that organizing a city as large as Manehattan would be a problem, but I thought my associates could hold the fort until we joined up with them.”

“We could have been here yesterday if somepony hadn’t stolen our train,” Diamond Tiara said, muzzle scrunching in distaste. “Why is everypony so stupid?”

“I know, right?” Silver Spoon said. “This could all be so much easier if ponies would just cooperate.”

“Now now, let’s not generalize this to all of ponykind,” Filthy Rich said, patting Diamond Tiara on the head, which made her scowl, not that he was able to see her expression. “It’s probably a small minority ruining things for everypony. It usually is, when order breaks down like this.”

“So what do we do now?” Silver Spoon asked. “I don’t know how we’re supposed to help these ponies eat each other if they’d rather just burn to death.”

“Let’s not jump to conclusions,” Filthy Rich said, unhooking himself from their wagon. “Why don’t you girls wait here while I see if things are really as bad as they look? I’ll get in touch with my associates and send for you. You’ve both eaten today, so you should be safe if night falls before we can make arrangements.”

===

There was a refugee camp, down by the shore. Only a few of the ponies even had tents, but there was nothing else that the huddled mass of misery could be. Three large sailboats were beached nearby – it looked like whoever’d been piloting them had just run them aground, rather than look for a dock.

Nopony was paying any attention to the boats. They were just huddled in groups of two to ten, ignoring everypony else around them. Nopony was even eating each other.

“Hello?” Filthy Rich said, loudly, as he approached the camp. “What’s going on here?”

Nopony answered. The only reaction was for a few of them to scrunch down farther, or at least make the attempt.

“What happened to the city?” he asked. There was still no response. It was quite annoying.

Filthy Rich walked to the center of the camp, and looked around. Nopony would meet his eyes. “Well, let me take a stab at it, then. Some idiots didn’t take the princesses’ orders seriously, and were driven insane on the first night. They wandered out into the streets and starting breaking things at random. Somewhere in there, things got lit on fire. You all decided that instead of doing anything about it, you’d run away and leave the city to burn. Nevermind that if you all worked together you could have easily gotten the city under control.”

“What do you know!” snapped a stallion, huddled next to a mare that was probably his special somepony. Maybe his wife, although they looked a bit young for that.

“Oh? Did I get it wrong?” Filthy Rich asked. “Enlighten me.”

The stallion scowled. “It’s not random crazy ponies. They’re organized. A gang. They set the fires to drive us out into the streets, then they rounded everypony up and dragged them off to their camps to do Celestia only knows what.”

“What’s the point of that?” Filthy Rich asked. “You can’t force somepony to be your meal. It won’t work. You won’t be able to eat them.”

“Well, tell that to the gang.”

The mare spoke up. “None of us know what they do with the ponies once they get them, but… the screams! We heard the screams before they even got to our building, and we knew we had to run.”

Filthy Rich looked around. “This isn’t very many ponies. There were hundreds of thousands in Manehattan – is this everypony who escaped? Or have you been eating each other?”

“There weren’t very many boats left,” the mare said, ears flattening. “I don’t think anypony’s been eaten…”

“Well, why not?” Filthy Rich asked. “Do you want to go crazy? The day’s been dragging on, but I know I have no idea how long that sun the unicorns put up is going to last. Do you?”

“Hey!” the stallion said, standing up and stepping between them. “Don’t talk to her like that!”

“Do you love her?” Filthy Rich asked, stepping closer, into the pony’s personal space.

The stallion took a step back. “She’s my gal. Of course I do.”

“Then eat her,” Filthy Rich said. “Eat her now. The world is ending, and night could fall any second.”

“Where do you get off –“

“Everypony!” Filthy Rich said, raising his voice and turning his back on the couple. “Stop wasting time! You got away from the gang. You’re safe. Now it’s time to stay safe, and that means getting eaten. Find somepony to eat you.” A few of the ponies looked around, but no one really moved. “Now!”

Suddenly, he was shoved from behind. It was the stallion, angry at being ignored. “Who do you think you are? Coming in here --”

Filthy Rich was no apple farmer, but he’d watched the Apples work their orchard enough to know how things were done. Weight shifted forwards, legs go back, and crack.

The stallion screamed, falling to the ground with a thump, his muzzle shattered. He tried to say something, but could only moan incoherently. His mare screamed, too, rushing over to try to comfort him, waving her hooves around directionless since she had no idea what to do. One hoof dabbed at his muzzle, making him scream louder as she yanked it back, bloodied.

“If you want to save him, you know what to do,” Filthy Rich said, glancing back over his shoulder. Then he walked out of the camp, heading for the boats.

“And these are the sane ponies,” he said to himself, chuckling softly. “Not a good sign.”

===

Star Latte had, after several attempts, found a position where she could comfort Shuffle without hurting him further. One hoof stroked his back, while she rested her muzzle on his side, tears streaming down her face as he moaned under her.

“Ee ‘oke ‘igh ‘ace!” Shuffle Button whined, then gave a strangled squeak as even that much movement was too much for his broken muzzle. “’I’ll ’ill ‘im!”

“What are we going to do, Shuffle?” Star asked. “We need to get you to the hospital, but the hospital is in the city, and the city is full of crazy ponies and the hospital wasn’t treating anypony anyway, they were just eating everypony no matter what they came in for! And even if I knew how to do first aid, I’d have to set your muzzle and then bandage it or something? And you’d be drinking through a straw for weeks!”

Shuffle whimpered.

“How are you going to eat?” she asked. “Shuffle, how are you going to eat a pony? He’s right about the sun going out at any time and neither of us ate anypony and if we don’t eat anypony we’ll get torn apart by the darkness and I don’t want to be alone in the dark. Please, tell me what to do? How are you going to eat?” She shook him a bit, leaning forwards to look him in the eye.

Shuffle closed his eyes, and put a hoof on her lips.

She was silent for a few moments, then smiled. “You’re right, I’m babbl-mmmph!”

Almost as soon as she’d opened her mouth, Shuffle’s hoof pressed inside, and she bit down lightly to stop its progress, shaking her head. In response, he lifted his other hoof, and shoved it inside her mouth as well. She felt herself stretching around them, in a familiar way… she knew what this meant. He wanted her to eat him.

Star shook her head again. No! Not her Shuffle! But he’d always been stronger than her, and her resistance was weak, and his forelegs slid into her mouth, the hooves slipping down her throat, making her swallow, reflexively.

“O’ly ‘ay,” Shuffle mumbled, just before his poor broken muzzle reached her lips. “’’oo ‘id.”

She stretched her mouth open as far as it would go, but it wasn’t enough – the stretchy-effect from Discord’s spell only did what was required, and that wasn’t enough to keep her teeth from bumping against his nose. He jerked, and hissed, but she pressed forwards. He was right. This was the only way.

Pressing his muzzle into her throat was worse, so much worse. He writhed and squirmed with each swallow, and she knew that he must be in terrible pain, but all she could do was press him down her throat as quickly as possible, sliding her lips down his barrel an inch at a time. He really, really should have had her eat him tail-end first.

Finally, after an eternity, her lips slid down over his rear end, hiding his spinning-button cutie mark forever, and only his tail and legs were left sticking out into the air, still twitching occasionally, although he’d calmed down at some point, probably when his muzzle had finally reached her stomach, taking it out of the line of fire. With the widest part of him inside her, the rest went quickly, and in less than a minute he was gone, curled up inside her, waiting to be digested.

“I’m so sorry,” she said, one of her hooves wandering over her belly to try to caress her lover through her own flesh. There was a strangled scream from inside her, and she felt him shift violently. She pulled her hoof away. “Sorry!”

All around her, the rest of the camp was engulfed in an orgy of swallowing, ponies devouring ponies and being devoured in turn. Sometimes, all it takes to get a crowd to move in the right direction is for one pony to lead the way.

===

Filthy Rich strained against the smallest sailboat, trying to push it back into the water. None of the boats had seemed badly damaged by being beached, although he was hardly an expert sailor, and he figured he’d notice soon enough if it started taking on water. Soon enough to get to one shore or the other, at any rate. It really wasn’t a very long trip.

First, he had to get the boat into the water, though. Back in the day, he’d been strong and fit – there was a lot of manual labor involved in stocking the shelves and sorting the deliveries in the back room. Nowadays, though, he’d had ponies for that, and he wasn’t really getting any younger. At least the end of the world was coming, so he wouldn’t have to worry about growing as old as Granny Smith! He’d never said it to her face, but he’d always been terrified of ending up like her.

She’d picked up on it anyway, and teased him about it while he was eating her. Crazy old coot.

There was a splash, as the weight of the boat shifted, finally supporting itself by its buoyancy instead of scraping against the ground.

“Yes!” he said, pumping his hoof in victory. Then he noticed that the boat hadn’t stopped moving, just because he’d stopped pushing. “Wait – no! Come back!” He tried wading out after it, but the waves he made as he forced himself through the water seemed to push it away from him quicker than he could move. When the water came up to his neck, he had to stop. “Come back!” he cried. “I don’t know how to swim!”

“Waaah – woah! I gotcha!” came a voice from the boat, and then a small orange and white life preserver flew over the side, landing nearby. “Grab on!”

It was a bit out of his reach, but he managed to push off from the mucky bottom, and that gave him enough momentum to get hold of it. He latched on for dear life as the boat-stallion dragged him out into deeper water, then helped him onto the boat.

The beige and white pegasus yawned. “Sorry,” he said, still seeming half-asleep. “You woke me up, there, fella. How’d you fall over the edge anyway?”

“That’s not exactly what happened,” Filthy Rich said, wringing out his tie a few times before giving up and tossing the crumpled mess of ruined silk into the corner. He held out a hoof to his rescuer, of sorts. “Filthy Rich, although you can just call me Rich.”

“Hey there, Filthy,” said the pegasus, clopping his hoof into place and shaking. “Name’s Morning Breeze, and this fine lady here’s the Morning Breeze.” He patted the railing a few times.

“You named your boat after yourself?”

Morning laughed. “Nah, my ma named me after the boat. This old beauty’s been in the family for a while now.”

“Interesting,” Filthy Rich said, looking for signs of wear, but while it wasn’t new by any means, the boat seemed to be in good repair. “I didn’t realize that boats lasted that long. Their depreciation schedule is fairly rapid. Compared to a pony’s lifespan, I mean.”

“Heh, anything’ll last forever if you’re willin’ to replace all the parts, am I right?” Morning Breeze said, laughing at his own joke. “I expect she’ll outlive me.”

“Given the circumstances, it’s almost certain,” Filthy Rich said. “Nopony needs to eat boats to survive.”

“Yeah, well,” Morning Breeze said, yawning a bit. “I’m done with that. I ate one pony yesterday, and it was terrible, it was. I’m out.”

“You can’t be ‘out’,” Filthy Rich said. “That’s not an option.”

“I figure I’ll just sleep it off,” the pegasus said, sinking to the floor and curling up to do just that. “Yeah, maybe I’ll die in my sleep or something ‘cause I didn’t eat anypony, but then at least I won’t have strangers waking me up anymore.”

It occurred to Filthy Rich that he hadn’t eaten anypony that day either, and with the city in chaos, he wasn’t sure when he was going to get another shot. His backup plan had always been to eat Diamond Tiara and Silver Spoon if the trip took too long, but in the shock of seeing the city on fire, he’d let that slip his mind and left them behind for their safety.

And here was a lazy pegasus layabout, about to waste himself and his energy to the void, just because he’d rather sleep than make any sort of effort.

“You know,” Filthy Rich said. “If you want to make sure that nopony disturbs your rest, I know a place where you could sleep for as long as you want.”

“Heh,” said the pegasus. “Lemme guess. Inside your stomach?”

“Think about it,” Filthy Rich said. “Eating ponies is awful, but being eaten is pleasant. Warm. Restful. I think they did that on purpose, to give ponies a reason to let themselves be the ones to go.”

“If it’s so wonderful, then why haven’t you been eaten yet?” Morning Breeze asked.

“I made a promise to some associates of mine,” Filthy Rich said. “We were going to save this city. Prevent –” he waved a hoof at the fire and smoke “–this. It might be too late for me to do anything, but I have to at least give it a try. But after that? Sure. I was never planning on trying to be the last pony standing. Although I do think I would make a pretty good organizer for the New World they’re supposed to build, if I do say so myself. But that’s neither here nor there.” He turned to the pegasus. “Let me eat you, and I promise you won’t regret it.”

Morning Breeze ruffled his feathers.

Filthy Rich took a step towards the pegasus, letting his shadow wash over him. “If you don’t let me eat you, you will regret it. Do you really think you can just sleep through the night?”

“Worth a shot,” Morning Breeze said.

“No, it’s not,” Filthy Rich said. “Let’s use some basic logic here. Your stated goals are peace, calm, and oblivion. You’re taking a huge risk by betting on your ability to ignore the night. Yeah, you might get what you want, or you might suffer untold agony until you go mad. Whereas if you let me eat you, you get exactly what you want. Peace, calm, and you’ll painlessly fade away. There’s nothing to gain by turning me down, and everything to lose.”

“You say that, but I know your type,” Morning Breeze said, scowling but keeping his eyes squeezed shut, as if he could sleep through the conversation. “Peace and calm? Ha! Ponies like you are never calm. You’ll be moving around… talking… you won’t give me a moment’s rest!”

Filthy Rich smiled. Gotcha. “Then that can be my half of the deal. If you let me eat you, and help me set this boat to head for the island, I’ll spend the next – let’s say two hours? – I’ll spend the next two hours resting quietly, so that you can have your peace and quiet.”

Morning Breeze frowned. “I don’t know, you seem…”

“Too good to be true?” Filthy Rich prompted, before the pegasus could fill in the pause with something less flattering. “Come on, you know what I’m getting out of this. I don’t want to face the night alone either.”

“Ugh, fine,” Morning Breeze said, opening his eyes and getting to his hooves. “Not much choice with you here chattering away.”

“You could always push me over the side,” Filthy Rich offered. “I don’t know how to swim, so I’d probably drown, but that’s still better than facing sundown without eating anypony.”

“Ha,” Morning Breeze said. “Like I could push an earth pony. Open wide, ya slimy huckster.” With that, he pressed his muzzle straight at Filthy, as if going for a kiss.

Filthy Rich rolled his eyes, but opened his mouth, and then the conversation was over, since neither of them could really talk. He tried to be gentle, though – he wasn’t a huckster! None of his family were. They gave good value and a fair deal, where everypony won. That was the very foundation of a long-term business.

Not that the long term mattered much at this point, he mused, stroking Morning Breeze’s neck as he worked his lips over the stallion’s ears, trying not to sneeze as the frizzy mane tickled his snout. He could ignore everything he’d promised, and it wasn’t like the pegasus could back out once he was eaten. Hay, it was a verbal contract where he’d be the only living witness! Let’s see somepony try to enforce that in court. Assuming they found somepony to run a court, what with the princesses gone.

He reached down to gather up Morning Breeze’s hooves, pressing them into his muzzle – a tight squeeze, but the barrel and wings were going to be tighter, and there was no sense putting the legs off until then and making it worse. Sure, the spell would make it work, but everything went more smoothly when you did your best to… well, to do your best.

Which answered that question nicely. He wasn’t going to cheat Mr. Breeze out of his peace and quiet, even if he had nothing to lose. That wasn’t the kind of pony he was. And besides, he was kind of tired from hauling a wagon all day, then shoving this damn boat back into the water and struggling on board, even with help. A nap could do him good. He wouldn’t make very good time waddling around the city with a pony in his belly anyway.

His throat latched onto the hooves, as they slipped past Morning’s muzzle, inside his mouth, and he gave a firm swallow, drawing the pegasus’ head into his throat. The feathery wings unfolded in front of his face, and started waving around, but he grabbed on with a hoof and pressed one, and then the other, back down into place, stroking them gently along the grain, letting the fluff of his fetlocks comb through the feathers.

Another couple of swallows, and the wings stopped being a problem as the pony’s barrel slipped between his lips, and the wings with them. He could feel his neck, and now his chest, bulging out as the huge meal slipped further down his throat, and he swallowed greedily, wanting to feel the mass of pony in his stomach, instead. He really hadn’t eaten anything all day, had he? Well, that was another problem solved.

He latched on to Morning Breeze’s rear end as it came in reach, and used his forelegs to drag him in faster, moaning around the pegasus as he finally felt something press into his empty stomach. The pegasus tasted like salty sea air and musty wood, but he was hungry enough that that didn’t matter – it was a massive meal going down his throat and filling him up, after more than a day’s impromptu fast. It tasted wonderful.

His tongue squirmed against Morning Breeze’s belly, soaking up as much of the taste as it could before the whole body was in his throat, sliding further down now without his help. He got a few more licks in on the stallion’s thighs and hind hooves as the last little bits vanished inside him, but then it was over.

“Guess that wasn’t so bad,” came a voice from inside him. He could feel his meal shifting around, getting comfortable.

“So…” Filthy Rich said. “About the sails.”

“Eh, forget the sails,” Morning Breeze said, faintly. “It’s got a magic motor. Meant for emergencies, but it’ll get you across the bay a few times, easy as pie.”

Filthy Rich stood up, and walked across the deck, verifying that the motor existed, and that the control panel really was as simple as Morning Breeze promised. “Very well,” he said, settling down on the captain’s bench, and resting his head on his hooves. “I’m going to take a little nap, now. I hope you find what you’re looking for.”

“Can’t say as I share the sentiment,” Morning Breeze said, shifting a little, then going still. “Can’t say as I trust you. So I guess… I hope you get what you deserve?”

“Fair enough,” Filthy Rich said, not bothered by the veiled insult. When had he ever wanted more than he deserved?

Blaze of Glory

The sound of fireworks and flashing lightning distracted Scootaloo from her funk. Glancing up, she saw the Wonderbolts performing in the distance, over the Weather Factory. There was still an emptiness inside her after being betrayed by Rainbow Dash – again – but it was hard to ignore a Wonderbolts show. Really hard. She didn’t manage it.

From the way that everypony else in Cloudsdale seemed to be heading in the same direction – only much faster, since they were able to fly – it didn’t look like anypony had managed it.

When she got there, she found the proctors herding everypony to one cloud or another, based on their badges. The winners were taken to a small cloud set up like a picnic field, with tables and a series of kitchen tents set up against the side of the factory. Everypony else was sent to a huge flat cloud near the factory entrance, where they formed a long, twisting line leading inside to be processed.

Both clouds had a good view of the Wonderbolts’ last show ever, at least, and a scoreboard somepony had set up listed the winner of the special playoff match for each event. Scootaloo didn’t recognize most of the names, but Zephyr Breeze had won the Hush competition – he was this creepy colt that Rainbow Dash complained about sometimes – and the top racer was an ex-Wonderbolt named Wind Rider.

That kind of seemed like cheating, but he was out there in the middle of the field soaking up cheers from the crowd, so apparently Cloudsdale pegasi had a different idea of what cheating was. Which was probably why they’d jumped on Rainbow Dash and pushed her to –

“Miss. Miss? Miss, you’re going the wrong way.”

Scootaloo jumped as one of the proctors suddenly appeared in front of her, placing a hoof on her snoot. “Are you talking to me?”

“You’ve got all your gold stars, miss,” she replied. “You should go over to the west cloud with the other winners.”

“I don’t feel like a winner,” Scootaloo said. “I want to go jump in the rainbow vat.”

The proctor frowned.

“She can trade with me?” said a mare behind her. Scootaloo glanced back and noticed that her badge had twelve black stars, somehow – they weren’t supposed to let you keep playing after losing nearly that much. “I feel like winning!”

“No, she can’t,” the proctor said. “We don’t want to turn this into the Traders’ Exchange!”

Scootaloo sighed. “So that’s it? You’re going to force me to live?”

“You could always find somepony to eat you,” the proctor said.

“There was only one pony I wanted to get eaten by, and she’s gone,” Scootaloo said. “So I’d rather just jump into the vat and get it over with.”

The proctor hovered there, chewing on her lip. “Well, I can’t stop you, if you really want to, but you don’t need to wait in line. The line’s for the restraints.”

“Restraints?” squeaked the twelve-star mare.

The proctor nodded. “We had way too many ponies trying to back out at the last second yesterday, so we’re tying up their wings and legs and putting them on a conveyor belt.” She turned back to Scootaloo. “Nopony’ll stop you from flying up to the vat and jumping in, but you don’t need the restraints. You’re allowed to back out at the last second.”

“Oh,” Scootaloo said. “Okay. But I kind of wanted to see the rest of the show first.”

The proctor laughed, patted her on the head, and moved on.

The Wonderbolts hadn’t even gotten through one more trick before somepony tapped her on the shoulder to get her attention again. It was the mare with twelve black stars.

“Kid. Hey, kid!”

“What?” Scootaloo asked, exasperated.

“Trade with me!”

Scootaloo shook her head. “They said we weren’t allowed.”

“So? They’ll never know!” She looked around, as if checking for anypony listening, but everypony standing nearby was listening and it didn’t make her stop. “I don’t want to go in the rainbow vat. I really don’t. And if I don’t want to go in it’ll hurt like crazy and that just makes me not want to go in more!”

Scootaloo rolled her eyes. “If you’re going to cheat, why don’t you just run away?”

The mare cringed, and flattened her ears. “I tried! But they’ve got pegasi waiting in the clouds watching for runners. I didn’t get far. I’m not a really strong flier.”

Scootaloo wrinkled her muzzle. “So you try to get by as a really strong liar?”

A few of the ponies listening in chuckled. The mare narrowed her eyes. “Shut up!”

“You’re pathetic,” Scootaloo said. “You’re the exact opposite of the kind of pony I’d give my badge to.”

“I’m just trying to survive. Everypony has the right to survive!”

“No you don’t,” Scootaloo said. “Don’t you get it? The world is ending and everypony’s going to die. Maybe you can choose how you die, or pick who gets to eat you, but you might not even get that. We’re all going to die. Except for one pony out of everypony in Equestria, and that’s not going to be you, or anypony here.”

“No, it’s going to be me,” the mare said. “It has to be. I just… I just need to figure a way out of here, and then if I don’t let anypony eat me, then it has to be me at the end.”

“Uh huh,” Scootaloo said. “Because clearly nopony else in Equestria is going to be stubborn like that.”

“Then how’s it going to work?” asked another pony. He hadn’t seemed very bothered about being in line to be melted into goop, but now he looked worried.

“I think…” Scootaloo frowned. “I think it’s just going to get worse and worse, until there’s nothing left to live for. We lost the animals and all the rest of the world before we even started eating each other, and then last night we lost the sun. It’s getting worse and it’s only going to get worse and worse.”

“Today was pretty normal,” said another mare, with a fuzzy white mane. “I mean, normal for a big competition. Kind of better than normal even.”

“That’s because they’re trying to fake it,” Scootaloo said. “Cloudsdale has all the rainbows for light, and the unicorns faked a sun. But when I woke up this morning, it was just dark, and we had to fly and fly in the dark until we got somewhere with light. It wasn’t normal at all.”

There was a sullen silence.

“So be thankful that you get to jump in the rainbow vat and don’t have to worry about it,” Scootaloo said. She waved a hoof at the winners’ area. “It’s their problem.”

===

The Wonderbolts posed in formation, high above the cheering crowds. They’d done every trick in the book, and some of the older ‘bolts, like Soarin, were starting to fade.

“Well, this is it, Wonderbolts,” Spitfire said. “That was a damn good show, all of you.”

Surprise pouted. “That’s it? We’re not doing a grand finale?”

“That’s the finale we always do,” Spitfire said.

“Yeah, but this is the last show, so we should do a grand finale!” Surprise grinned, and spread her wings wide, lightning crackling between her feathers. “Something totally unsafe!”

Fleetfoot grinned. “Let’s do the Tornado Apocalypse.” There was a round of cheers.

“Really? You all want to do this?” Spitfire asked.

“I’ll go get the snow!” Misty Fly said, heading for the weather factory.

“Dibs on lighting!” Surprise said, fluttering her wings in just the right way to build up another crackle of static electricity between the feathers.

“I guess I’ll do fire,” Spitfire said. “And I assume you want the tornado, Flatfoot.”

“Heck yeah!”

“I’ll handle the rain,” Soarin said, breathing heavily.

“You’re wiped out,” Spitfire said. Let –”

“I can handle it!” Soarin said, narrowing his eyes.

Spitfire met his gaze, and they stared each other down for a while. “Fine. This’ll probably cripple half the team, but it’s the last show anyway.” She looked around at her ‘bolts. “Try not to actually die. We promised the champions a live meal.”

===

“Now that’s a trick I’ve never seen before,” Zephyr Breeze said, shading his eyes with a hoof as the lightning and fire swirling above the crowd flashed particularly bright. “Yeah, Spitfire! Blaze out for me, babe!”

“What are those idiots doing?” Wind Rider said, frowning.

Zephyr grinned. “I don’t know, but it’s awesome!”

Gusts of snow sprayed out overhead, sparkling like fireworks as the lightning and flame glittered off the icy crystals. The vortex in the center started spinning faster and faster, writhing like a tortured snake as half the Wonderbolts tried to keep it chained in place with trails of fire, while others shot bolts of lightning down its length. Above the turmoil, a pair of pegasi pushed a massive storm into place, the dark cloud providing a marvelous backdrop for the pyrotechnics below.

Wind Rider watched the progress of the cloud anxiously, and spread his wings. “They’re not going to make it,” he said.

Zephyr put a hoof on Wind Rider’s back. “Aw, c’mon pops. It’s just part of the show. They’re trying to build a little suspense.”

“They should have started the rain thirty seconds ago,” Wind Rider said, shrugging Zephyr off. “If they don’t do something soon –”

And then everything exploded. The crowd was cheering, thinking it was all part of the act, but Wind Rider was already in the air. The swirling hellstorm engulfed him, battering him with wet splatters of melting snow and freezing rain and the occasional gust of superheated air just to mix things up. Through the splattered cloud-tufts, his still-sharp eyes were on the lookout for – there! A solid figure tumbling out of control. He put on a sudden burst of speed, and scooped up the falling Wonderbolt.

“Wake up!” he shouted at Soarin, wings straining at the extra weight. “You need to fly!”

Soarin’s eyes stayed squeezed shut. “My wings,” he wheezed, spreading one of them, but the other just twitched, hanging at a terrible angle.

Wind Rider cursed, and let himself fall with his passenger, pulling up once they were out of the storm. His head pounded and his chest ached, but he managed to turn the plummet into a skidding, stumbling landing, which was enough since they were landing on soft fluffy clouds. He carefully set Soarin down, and concentrated on his own breathing as he looked to the sky.

Fortunately, he didn’t need to go back up. Most of the other Wonderbolts had managed to recover from the disaster, although two of them were holding an unconscious Misty Fly, and Zephyr Breeze was latched onto Spitfires’ back. They fluttered to a landing around him.

“I’m fine!” snapped Spitfire, wiggling weakly in Zephyr Breeze’s grip. “I can fly on my own!”

“That’s okay, Fireball,” Zephyr said, stroking her mane. “I’ve got you, no need to play tough girl.”

“Woo!” Fleetfoot said, her mane and feathers scorched, but otherwise none the worse for wear. “Now that’s a blaze of glory!”

Surprise grinned. “Yeah, that was the best! We need to do that again!”

“Last show, remember?” Spitfire said, squirming out of Zephyr’s hooves.

Surprise brought a hoof up to her chin and rubbed it a bit. “Maybe in the next life?”

“And now it’s time for the main event!” said an announcer with a megaphone flying over to the Wonderbolts with the rest of the winners in tow. “Wind Rider, you won the race event. Which Wonderbolt do you want as your meal?”

He glanced over at Spitfire, raising an eyebrow. She rolled her eyes and grimaced. Wind Rider shrugged, and after clearing his throat, managed to croak out, “I guess I’ll pick my old friend Soarin, here.”

“Woo hoo, that means Spitfire is mine!” Zephyr Breeze said, leaping on her and hugging her again.

“Does he really get second pick?” Spitfire hissed at the announcer.

She just shrugged. “We didn’t set a fixed order,” she whispered back, then held up her megaphone, “And the winner of the Hush competition picks Captain Spitfire! Let’s hear it for Spitfire, ponies!” The cheering was deafening. “Now, the MVP of the winning team of the Hoofball tournament…”

===

“Thanks for saving me,” Soarin said, peeling off his uniform. He was all sweaty and smelled of ozone and scorched fur underneath it, but with everypony watching there probably wasn’t time for a shower. “Even if it was only for dinner.”

“I would have done it for anypony,” Wind Rider said, watching him appreciatively. “You know how much I missed being in the ‘bolts.”

“Heh,” Soarin said, stepping out of the crumpled cloth and shaking himself off, wincing a bit as his bad wing still hung limp. “Made you feel young again, didn’t it?”

Wind Rider coughed. “I wish. You’re heavier than you look.”

Soarin grinned. “So, how to do you want to do –” He was cut off as Wind Rider kissed him, the older stallion pressing his muzzle close, and invading his lips with his tongue as his hoof stroked Soarin’s shoulder. Confused, Soarin tried to respond, but his ears flattened against his scalp. “What?” he asked, when Wind Rider pulled back.

Wind Rider frowned at the look on Soarin’s face, his wings sagging against his jacket. “Nevermind,” he said, then used his hoof to pull Soarin close again, only this time his mouth opened wide to take in the Wonderbolt’s muzzle.

That was easier to understand. Soarin pressed himself into Wind Rider’s mouth, as the stallion’s tickly tongue lapped against his chin, and then his neck as more of his head scraped in past the teeth. He reached up with a hoof and stroked Wind Rider’s shoulder, although after a few seconds his shoulders started to slip inside the lips and he had to fold his forelegs back against his body.

There was a sharp pain as Wind Rider pressed his bad wing up against his body – it didn’t want to fold properly – and he wiggled and jerked instinctively, but by that point his head was firmly lodged in the tight wet throat and he couldn’t really do more than that. The pain built and built until the wing was finally shoved into the throat as well, at which point the flesh stretched around it more evenly and it faded to a constant ache.

A few feet away, Spitfire watched the pair curiously, while Zephyr Breeze tried to swallow her using a very unorthodox method that involved shoving her rear end into his mouth while her tail and both hind legs were still free. It felt like she was sitting on a warm wet squirming toilet or something, with his tongue squirming around in all her crevices, slicking her up. Despite the metaphor that came to mind, she tried not to actually go in his mouth. That would be too rude, even for Zephyr.

“Did those two just kiss?” she asked nopony in particular.

Fleetfoot, sunk up to her thighs in another’s mare’s mouth, gave a sharp laugh. “I knew it! You never believed me when I told you Wind Rider was sweet on him.”

Spitfire spread her wings suddenly, and a shiver ran all down her body as Zephyr’s tongue hit a particularly sensitive spot. “Ahh! That tickles!”

Seeing a reaction, Zephyr doubled down on that spot, reaching up and gripping her sides with his hooves to hold her in place.

“Stop it, you featherhead!” Spitfire said, squirming. Zephyr’s attempt at a response just came out as muffled mumbling. Spitfire flapped her wings, and pushed off against the ground with her hooves, and managed to shove herself deeper into his mouth, wedging her rear end into his throat, leaving his tongue to slurp over her much less ticklish belly. She gave a sigh of relief, as that also seemed to overcome the difficulty he’d had getting her all the way inside, and she felt herself slowly sinking back into the warmth of his throat.

She snuck another glace at Soarin. He was almost gone, just his hind legs and tail left, and his cute little rump sticking up in the air as Wind Rider sat back on the cloud, lifting him up to let gravity help with the last bit. “Goodbye, you goof,” she said, as he started to quickly slide out of sight.

Soon enough, it was her turn, Zephyr’s lips slipping further and further up her body, pinning her hindlegs to her sides and her tail to her back, then folding her wings forwards until her feathers tickled her own cheeks and blocked most of her vision. She kept pressing against the ground with her forehooves to help out, since he seemed to be struggling, and the last thing she wanted was for him to run out of steam halfway.

“Huh,” she said, realizing as she pushed that she wasn’t afraid of getting eaten at all. She’d known she wouldn’t chicken out – no Wonderbolt would shy from their duty! But no, she just wasn’t worried at all. She’d done everything she’d signed up for, and at this point she just wanted to get it over with.

“So what do you think happens next?” she asked, while her head was still free to ask questions that anypony other than Zephyr could hear.

“Dunno, I think we melt into goo or something?” Fleetfoot said. Spitfire couldn’t see how far along she was with her wings in the way, but apparently, she wasn’t too far gone to talk.

“I meant after that.”

“Nothing, I guess,” Fleetfoot said. “It’s not like you see ponies plopping down pegasus-sized piles of poo.”

“I meant –” Spitfire started, but then realized that it was more than just her feathers blocking her vision, now. “Nevermind,” she said, as Zephyr’s lips closed around her outstretched forelegs, and everything was darkness, and the tight wet warmth of the throat and belly that was – briefly – her new home. She pulled her legs in after her, and squirmed around to get comfortable once she’d slid down into the slightly looser space of Zephyr’s belly.

She didn’t dissolve right away. For some reason, that was more annoying than the whole part where she’d gotten eaten.

===

“I guess that’s the end of the Wonderbolts,” said the biggest loser. Along with Scootaloo and everypony else in line, she’d stopped to watch as they were eaten by the playoff winners. “So, about that trade –”

Scootaloo left before she could finish, weaving between the legs of the larger ponies until she’d reached the edge of the crowd, then following it until she found the factory. Sure enough, there was a conveyor belt, and a group of proctors holding each pony down as they tied down their wings with heavy rubber straps, and twisted another around their hooves so that they could barely move. In time they would have been able to wiggle free, most likely, but they were immediately loaded onto a moving belt that carried them into the factory, to their end. Most of them weren’t struggling, at least not yet.

Scootaloo showed her badge, and the proctors let her walk past.

“Oh, Celestia,” moaned one of the bound pegasi as she trotted deeper into the weather factory, the various machines looming around them, now forever dark. “I don’t want to die!”

Scootaloo ignored them, except to run a little faster. At a canter, she quickly passed the last of the bound ponies, since they hadn’t started loading them on until after the Wonderbolts’ last show. The conveyor started to rise off the floor, and was soon far overhead. She ended up at the base of the rainbow vat, and pounded on it with her hooves, fluttering her wings to try to fly up to the lip, but still not able to get more than a foot or two before plummeting back to the floor.

“Over here!” said a voice. “There’s a ladder.”

Scootaloo swarmed up the ladder, and found herself on a platform with a pair of proctors wearing protective clothing. On the other side of a guardrail was the rainbow vat itself, the liquid inside shining brightly as it shifted between all the different colors, making her fur and feathers glow in the dimly lit room.

“Why didn’t you fly up? Something wrong with your wings?” one of the proctors asked.

“Don’t know,” Scootaloo said. “Don’t care, anymore. I came to jump.”

“Well, go right ahead,” the mare replied, motioning to the vat. “We’ll be joining you soon enough.”

“What?” Scootaloo asked. “Why? I thought proctors didn’t have to compete.”

“We had to be free to watch over everypony else, so we just picked randomly,” said the other mare. “No games for us.”

“Unless you count flipping a bit as a game,” the first mare said, rolling her eyes. “Anyway, we’ll be glad to jump by the time we’re done here, if it’s anything like yesterday.”

“What do you mean?” Scootaloo asked.

“No… no no no no no…” came a voice from below, getting louder as the conveyor belt brought her closer. “Let me off. Stop the belt! Please!”

One of the proctors stood at the railing. “I’m sorry, miss, we can’t do that. Remember, if you accept your death, it won’t hurt.”

“Oh Celestia… Luna… Discord! Please!” the tied up pegasus whimpered, squirming around and managing to fall over on her side. She humped and moved a little closer to the edge of the belt, but it was too late, and she fell screaming into the rainbow vat. There was a hiss, and her scream cut off.

The next pony in line on the belt whimpered and squeezed her eyes shut. She didn’t move or complain until she, too, was tipped into the iridescent liquid, at which point she cried out briefly before she was gone, with another sinister hiss.

“They – they don’t look like they’re willing,” Scootaloo said, taking a step back, wings spread. “Does this even work if they aren’t willing?”

“I think so,” said the proctor at the railing. “Please, calm yourselves,” she said to the tied-up ponies approaching relentlessly as the conveyor belt ground on. “Please. Don’t struggle. This is for the good of all Equestria.” She kept on with her generic platitudes, but it didn’t seem to do much good. Some of the ponies seemed calm as they slipped into the vat, but more were terrified, struggling and screaming and probably dying in terrible pain.

A few tears dripped from beneath her mask, glimmering in the light of the rainbows before vanishing through the grated floor.

“And what are you here for?” Scootaloo asked the other proctor.

“If she tries to set them free, I’m here to stop her,” she said.

“This is horrible,” Scootaloo said, walking up to the railing where it hung over the vat, so that she could look down into the shining fluid and watch as each falling pegasus sunk down as a brief dark blot, twisting and writhing as they quickly broke apart and dissolved. Once they sunk beneath the surface, it was impossible to tell which had been screaming and crying and which had gone quietly. Did that mean they were all in pain? Or that none of them were? Surely Discord couldn’t be so cruel.

She felt a hoof on her back, and startled back from the edge. The proctor who’d been hanging back patted her, and said, “You don’t have to watch. Go ahead and jump in.”

“I can’t look away,” Scootaloo said, turning back to the dissolving pegasi.

As more and more ponies fell into the vat, something changed about the glowing rainbow. The quality of the glow gradually softened from a harsh quickly-shifting light to a steady warm glow, and the angry hiss got fainter and fainter, until eventually the ponies dropped in with only a quiet burble. It took longer and longer for them to dissolve, long enough that she could tell when a pony stopped struggling against the pain and let themselves go.

One pony didn’t stop struggling, though – instead, she flapped her wings once, powerfully, and shot out of the pool, covered head to tail in raw rainbows. She paused in front of Scootaloo, hovering for a second as if looking directly into her eyes, although she didn’t have much of a face left at that point. Then her wings and tail sagged and fell off, splashing into the glowing goop as more of the same, and as she started to fall her mouth opened in a silent scream, and just kept opening wider and wider as her entire body lost its shape. There was nothing left by the time what was left of her splashed back into the vat.

Scootaloo sat down on her haunches, breathing heavily. If she’d managed one more flap, she could have been right on top of her –

Half a dozen ponies with proctor’s hats flew up to join them on the platform. “Almost done,” one of them said, as they stripped off their possessions and said their goodbyes. “We tied up the last batch, and they’re on their way.”

The pony at the railing nodded. “See you on the other side, I guess.”

He grinned, and saluted, then took a deep breath, and clambered over the railing, slipping at the last second and giving a comical squeak before splashing into the vat.

Some of the other newcomers laughed.

“So glad that’s over,” one mare said. “I never want to do that again.”

“Didn’t you win the flip?” the mare at the railing asked.

“Maybe,” she said, before jumping over the edge to her doom. Scootaloo rushed to the side, and watched her dissolve, calm from the very start.

“I can’t do this on my own,” said another. “Hold me, okay?”

“Don’t worry, we’ve got you,” said a stallion, wrapping his wing across her back. Another proctor held her from the other side, and then the three of them went over the edge, the mare in the middle screaming in terror, but dissolving into rainbows just the same.

The last proctor closed his eyes and gradually slowed his breathing, then took a running jump without a word. That left only the original two, and a few dozen losers riding the belt.

“See?” said the pony at the railing. “We’re going to jump in too. Don’t be afraid. There’s nothing to fear! It won’t hurt, and then we’ll all see each other again in the next world, okay?”

“Okay,” squeaked a little filly, just as she went over the edge.

And then, a minute or two later, it was all over. The two ponies with Scootaloo on the platform stripped off their clothing, and hugged each other.

“I can’t take it,” sobbed the one who’d been trying to convince all the others to go quietly. “Why did I agree to do this?”

“It’s okay,” said the other, stroking her wings. “It’s over now. Just one more thing to do, alright? Are you ready?”

“No,” the first said, quietly.

The other laughed. “Then I’ll just have to throw you in!” She lifted her companion up over her head, and stumbled towards the edge on her hind legs.

“Ahh! No, stop! I’m not ready!” said her captive. “I’m serious! Don’t – aaaiiieee!”

There was a brief gurgle as she sank into the vat. The last pony turned to Scootaloo, and grinned. “Guess you’ll bring up the rear?” she asked. She flipped open a panel at the edge of the platform, and hit a button inside. “Don’t take too long. The timer’s set for thirty seconds, then all of this,” she motioned to the rainbow vat, “is going into the centrifuge, and then out to the hungry ponies outside.”

Scootaloo nodded.

She gave one last grin, then did a backflip into the glowing pool of death.

Scootaloo climbed up onto the edge of the railing, and watched her dissolve.

She watched the pool start to swirl, pipes gurgling below as it drained. The rainbow shine from the pool got dimmer and dimmer as the level fell, and there were no other lights in the factory to replace it.

Eventually, it was just dark, and she still stood there on the edge, not jumping.

At some point, night fell.

Interlude: The First Night

The darkness was absolute. There was no light. There was no sound. There wasn’t even the cushion beneath her hooves. There was no world at all, and Scootaloo was alone, utterly alone.

And in the darkness, something moved.

“Rainbow!” she shouted, reaching out for the pegasus who’d been standing a few steps away, but if her hooves or her buzzing wings were moving her forwards, there was no sign of it, and her outstretched limbs found nothing to touch. “Please, don’t leave me! Don’t leave me alone!”

Rainbow Dash didn’t answer, but something or somepony did.

There was still no light, no sound, no sense of touch, but Scootaloo could feel a warmth bubbling up from inside her, and grabbed hold of it, somehow, and wrapped it around herself, snuggling into its embrace. She didn’t know how she could tell, but she could feel that this part of it was Sweetie Belle, and that part was Dinky, and between the two of them there was enough to build a barrier against the darkness.

With them beside her, the darkness didn’t seem so threatening. Her racing heart quieted, and her gasping breath slowed. She closed her eyes, and drifted off to sleep.

The Most Dangerous Games

Author's Note

Should probably warn that this chapter contains sexually suggestive language, and graphic digestion. More so than previous chapters have. If you don't want to see that, you should skip the last two scenes, after the ==X==.

The Most Dangerous Games

Cloudsdale was a beacon long before the sun came up. It wasn’t bright enough to illuminate Equestria, but the weatherponies had set up enough ball lightning and rainbows to make it clearly visible from hundreds of miles away. And a good thing, too, since it wasn’t where they’d expected it to be. It had drifted halfway to Las Pegasus, and Rainbow Dash and Scootaloo had a long, hard flight to catch up.

Scootaloo didn’t do any of the flying, of course. She huddled close to Rainbow’s back in the darkness, and tried not to imagine that the world below them was gone, and nothing was left of Equestria except for Cloudsdale. In the darkness, her mind kept trying to trick her into thinking that she could see into the infinite empty distance whenever she looked down. Surely there should have been some sort of light? Or at least a texture to the darkness?

“Is the sun gone forever?” she asked.

“I don’t know,” Rainbow Dash said. “Twilight kept talking about rates of attrition and entropy and stuff, she didn’t say anything about the sun. Or about the world vanishing like that. She said ‘night would be bad’, so I guess it’s not night anymore?”

“Right. That was pretty scary at first, but this is fine. I’m not afraid of the dark.” Her death-grip on Rainbow’s neck probably meant that she wasn’t fooling anypony, but a bit of bravado never hurt.

Eventually, the sun did come up – or at least, a sun came up – and they made their final approach with the sunlight shining on their backs, and making the clouds glow. Swarms of pegasi flew here and there, emerging from their cloud-houses to greet the sun, some of them with a song.

Rainbow Dash and Scootaloo weren’t the only stragglers. They were directed to an open plaza near the center of the city, where they had to get in line to register for the games. The ‘Most Dangerous Games’, according to the banner over the registration table.

“Any idea what we’re signing up for?” Rainbow Dash asked the mare in front of them.

“I don’t know,” she said. “I think the losers get eaten? I mean, that’s the point, right?”

When they finally got to the head of the line, they were each given a badge with their name on it, and three black stars. They were also given a quick explanation. “You get three black stars. The ponies who competed yesterday only get two stars. You have to win a game to get a gold star to cover up each black star. Lose a game, and you get another black star. Anypony with black stars left at the end of the day is to report to the Rainbow Factory for processing.”

“Processing?” Rainbow Dash asked.

The mare hoofed over a pamphlet, and continued with her spiel. “You can also choose to let the winner of a game eat you. Keep track of how many ponies you eat. If you end up getting all your stars, your ration will be adjusted accordingly.”

“Uh huh,” Rainbow Dash said.

“There’s more details in the pamphlet. Don’t worry about the schedule; all the games run all day, until the clock,” she pointed to a huge clock made out of clouds floating in the sky overhead, the hands adjusted by a team of pegasi, “strikes six, at which point we’ll tally the points from the winners and decide who gets today’s grand prize. Today’s prize is the Wonderbolt of your choice as a meal.”

“What? They’re not competing?” Rainbow Dash asked.

The clerk shook her head. “There was a lot of grumbling yesterday about how it wasn’t fair for a professional team of fliers to be competing against amateurs.” She sighed. “Stupid if you ask me. If the point of the games is to pick the best pegasus, why are we making sure they get eaten first?” She paused, forcing herself into her professional demeanor. “If you have any other questions, ask any of the event proctors in the white hats. Next!”

Rainbow and Scootaloo headed out into the courtyard, where other newly registered pegasi were getting oriented and figuring out what events to enter. “I guess I’ll go find the races, and get my three victories in,” Rainbow said, flipping through the pamphlet. “If the Wonderbolts aren’t racing, it should be a piece of cake.”

“Um… right,” Scootaloo said. “I guess I can come cheer you on?” She waggled her wings, which she’d never been able to get off the ground with. “I don’t think I’m winning any races.”

“They’ve got some events you could win,” Rainbow said. “Mostly for foals, but, well.” She grinned and ruffled Scootaloo’s mane. “Battleclouds, Stare-down, Hush – take your pick.”

“I’d really rather stick with you,” Scootaloo said. “I don’t need any stars. We can just spend the day together, and then you can eat me instead of sending me off to the Rainbow Factory. Like you promised.”

“Come on, Scoots,” Rainbow Dash said. “You’re not really going to give up without a fight, are you? I know the most awesome filly in Ponyville could beat these Cloudsdale losers with both wings tied behind her back! We’ll just get our stars, meet back here for lunch, then have the rest of the day to hang out with the Wonderbolts before I claim my prize.” Rainbow Dash grinned.

Scootaloo groaned. “But those games are just dumb foals’ games!” She’d miss out on some of the last time she could spend with Rainbow Dash just to prove that she could beat some random filly in a staring contest?

“Hey, it’s a new world,” Rainbow Dash said, poking her with a hoof. “Those silly kid’s games are a matter of life and death!” She leapt into the air, and did a quick loop-the-loop to stretch her wings. “See ya later, squirt. I’ve got some races to win!”

===

Scootaloo took a number at the stare down, and the proctor told her to wait in the stands until she was called. She wound her way through the crowd of taller ponies until she found a vantage point where she could see the ongoing contests. It helped that almost everypony else could fly, and hardly anypony wanted the low seats you could get to by walking.

There were more than a dozen contests going on at the same time. They’d divided the arena up into squares and each held a pair of ponies locked in position, staring at each other, while referees in white hats prowled the lanes between the squares, watching for somepony to blink for too long or look away. When they spotted a loser, they’d blow a whistle, give out a gold star for the winner and another black star for the loser, and then hold up cards with numbers on them to assign the next pair.

Most of the contests were pretty short, but there were a lot of pegasi waiting their turn. After a few minutes, when most of the squares had turned over several times, Scootaloo noticed that one square still held the same pair as when she’d come in. Two grown stallions, with stony looks on their faces, neither of them willing to give any ground.

“Woah,” she said, “they’re good.”

“Yeah, hope I don’t have to go up against them,” said a mare sitting above her, who’d heard. “Even if I won, I’d waste so much time I’d never get all my stars.” Glancing up, Scootaloo could see that her badge had four black stars on it – she must have already lost at least one game. “They key is to go fast, so you can get in as many games as possible,” she said. “At least, that worked yesterday. The competition is better today.”

“Good luck, then,” Scootaloo said.

She grinned. “Unless I go up against you?”

Scootaloo shook her head. “I don’t really need to win, except to impress Rainbow Dash. She’s going to eat me later anyway. But she’s super-competitive, so I have to at least try to get my stars.”

“You should throw all your games, then,” the mare said. “There are ponies here who want to live.”

“No way!” Scootaloo said. “There’s no point playing if you don’t even try to win.”

Eventually, the long-running game ended. One of the stallions said something to the other, which Scootaloo couldn’t make out over the noise of the crowd, and the other one nodded. Then the first looked away, and the proctor blew his whistle. The two chatted with him after the stars were handed out, and then the three of them headed to a circle in the middle of all the squares.

The proctor picked up a megaphone, and announced, “For your viewing pleasure, Hard Line has volunteered to be eaten by his opponent, here in the stadium!” A cheer went up through the crowd. “Let’s all hear it for Steel Eye!” There was a louder cheer, and then it got quiet as everyone watched the pair. It was hard to make out the details from the stands, but Scootaloo had enough experience eating ponies to have a pretty good mental picture of what was going on, as Hard Line lowered his muzzle, and pushed his head into Steel Eye’s mouth.

There was a shrill whistle as one of the contestants turned to watch, losing her own game. It was followed by others every now and then, as the large brown pegasus slowly vanished into the distended grey-furred maw of his opponent. Steel Eye took his time, methodically arranging Hard Line’s limbs to slip easily into his mouth. He folded the forelegs under the wings, as the knees and shoulders made their way past his lips, and had the hind hooves join them around the time that the tips of the wings were swallowed. By the time the tail vanished into his throat, everyone in the stadium had their eyes glued on the scene, all the other squares having had one or other of their ponies give up on trying not to look.

When it was over, there was a bit of a shuffle as the proctors arranged a whole new set of numbers, and most of the winners and losers headed back to the desk to sign up for another game, some of them stopping by the circle in the center to give Steel Eye their regards. Scootaloo kept her eye on the new numbers as they came up, and sure enough, one of them was hers. She was finally going to get to play!

She was a little nervous as she walked out into the arena. She wasn’t afraid of being eaten, but even if the game had had no stakes she would have been afraid of losing in front of all these ponies. “So I won’t lose,” she said to herself, fixing a determined look on her face as she stepped into the square.

They had her up against a little colt, about her age, although he had his cutie mark. The proctor guided them into position, then said, “Okay. Scootaloo, Comet, bump hooves, and then we’ll start. Do you need me to go over the rules?”

“Nah,” Scootaloo said. The colt shook his head. He stepped forwards and held out a hoof, and Scootaloo bumped it, then the two sat back in their spots, gaze locked onto each other’s eyes.

“Three black stars, huh,” Comet said, after the contest went on for thirty seconds without a winner. “I hope you’re ready to get sent to the Rainbow Factory.”

“I’m not going to the Rainbow Factory,” Scootaloo said. “I’m going to win this.”

Comet smirked. “Please. I saw you walking across the floor to get here – you can’t even fly, can you? The Device was made for pegasi like you.”

“What kind of baby still believes in the Pegasus Device?” Scootaloo asked, snorting. “That’s just an old pony’s tale.”

“Oh yeah? Then why are all the losers getting sent there?” Comet asked.

“I don’t know,” Scootaloo said. “And I don’t care. I’m never going to have to find out.”

“You already lost once –“ Comet started.

Scootaloo interrupted him. “I didn’t lose! They just gave me an extra star because I didn’t get to Cloudsdale until this morning. I was too busy yesterday.”

“Busy doing what?” Comet asked. “Hiding under your bed?”

“Busy eating other ponies,” Scootaloo said, and lifted a hoof to rub her stomach.

Comet looked down at her belly, and the proctor’s whistle blew. “That’s not fair!” Comet screamed, as the proctor put a black star on his badge. “She tricked me!”

“Um… yeah?” Scootaloo said, smirking. “That’s only the entire point of the game? Hope you have fun in the Rainbow Factory.”

“There’s no Pegasus Device,” the proctor said, as he covered up one of Scootaloo’s black stars with a gold one. “But the vat where they mix up the rainbows used to be a really horrible way to die, if you fell in by accident. Now it’s a quick and painless way to go if you jump in of your own accord.”

“But the point isn’t for everypony to die,” Scootaloo said. “It’s for them to get eaten.”

“There’s a centrifuge where they separate out the melted pony, and then we mix it into some porridge for the winners,” the proctor said, as he looked up at the control booth where they flashed him the next pair of numbers. “It’s a lot faster than trying to eat everypony one by one before nightfall. If you want the full experience of getting eaten, just lose to somepony and make the offer. Most ponies’ll take you up on it.”

“How about it, Comet,” Scootaloo said. “It’s your only chance to avoid the Pegasus Device.”

Comet glowered. “I can still come back from this. Next time you’re going down!”

===

Rainbow Dash’s first race was embarrassingly easy. They tried to match up pegasi who had similar numbers of stars, which meant that while there were one or two other stragglers with three black stars, most of the racers had already lost once that morning. No one was in her class. The race was ten laps around a stadium, where all the pegasi waiting for their next chance to race (or who’d already gotten their stars, or who’d given up and just wanted to watch before reporting to the Rainbow Factory) were cheering from the stands. That part was cool, at least.

But finishing all ten laps before any of the other racers finished their first? That was kind of embarrassing. At least since the race had a dozen ponies in it, to qualify as a victory you just needed to be in the top six, so she wasn’t dashing all their hopes.

“Rainbow! You made it!” said a familiar voice as Rainbow and the other winners waited for their stars.

“Oh, hey there Flitter,” Rainbow Dash said. “Cloudchaser.” Both of them had one black star left, and three gold stars, two of which were presumably from the previous day.

Cloudchaser grinned. “We were wondering if you were going to join! It’s not a race without Rainbow Dash.”

“It wasn’t much of a race even with me,” Rainbow said, cringing a bit. She turned to the other ponies in the winners’ circle. “No offense, guys, but are any of you even racers?”

“It’s faster than cloudball,” one of them said. “Good way to work off a loss, since you get put up against easy marks.” He laughed. “Usually.”

“If we ask, we can get you in our next race,” Cloudchaser said. “They take requests like that, and it might be more of a challenge.”

“Awesome!” Rainbow Dash said. “I’d rather go up against some real competition any day.”

“Do you know if Derpy’s going to make it?” Flitter asked. “We were going to try for a whole race with Ponyville weatherponies, but I don’t think many of us made it past yesterday’s games. There’s no weather event, just racing and sports and, like, games for little fillies.”

“Not that those are any easier to win,” Cloudchaser said. “Raindrops lost five times at Hush before they made her stop.”

“Already ate Derpy, sorry,” Rainbow Dash said. “And I think Fluttershy went to Canterlot with Rarity.”

Cloudchaser and Flitter looked at each other, then Cloudchaser smiled. “Come on, let’s get you signed up into our group!”

===

The second race went better. For one thing, Rainbow Dash recognized half the ponies – Cloudchaser and Flitter, Cloud Kicker and Blossomforth from Ponyville, and Fluffy Clouds and Open Skies from the Cloudsdale weather team. The rest were weatherponies too, although not ones she knew personally. Knowing who she was racing against always made it more fun.

It was also a much better race. Cloudchaser and Cloud Kicker were almost on her level – Cloudchaser was even in the Wonderbolts Reserves. Rainbow had to actually work for it.

She still won, of course, and by a comfortable margin. She only lapped three of the other ponies, though, and none of them got lapped twice.

“Woohoo! Ponyville rocks!” Cloudchaser said, hoofbumping her as they walked into the winners’ circle to get their stars and bask in the cheers from the crowd. “And that was a real race, right Flitter?”

“Yeah, a bit too real,” Flitter said, stopping at the edge of the circle. “Came in eighth. Sorry, sis.”

“Ah, ponyfeathers,” Cloudchaser said. “So you wanna do it?”

“I don’t know,” Flitter said. “You’ve got all your stars now.”

“Well, yeah! But we said we’d win or lose as a team. And it’s not like Rainbow Dash didn’t beat me too.”

“What are you two talking about?” Rainbow Dash asked.

“We may have had an ulterior motive, going up against you, Rainbow,” Flitter said.

“If we lost, we were going to ask you to eat us,” Cloudchaser said. “And if we won, well, then we’d have our stars and maybe ask you tomorrow. We didn’t think about if one of us lost. Come on, Flitter, let’s do it!”

The proctor put a gold star on Cloudchaser’s badge, covering up the last black star. She was safe for another day.

“Okay,” Flitter said. Cloudchaser stepped out of the ring, and put a wing over her back to encourage her. “Rainbow Dash, will you eat us?” Flitter asked.

“Sure, if that’s what you want,” Rainbow Dash said.

“Together?” Cloudchaser added, pulling her sister close and pressing her face up next to hers.

Rainbow Dash fluttered up into the air and hovered. “Uh…”

“We know it’s a lot to ask, but we wanted to be together at the end,” Flitter said.

Cloudchaser grinned. “And if anypony can do it, it’s you, Rainbow!”

==X==

Nopony batted an eye at a pony with all her gold stars volunteering to get eaten by one who didn’t. Their only question was, “Do you want to eat them privately, or in public?”

Flitter persuaded them to go for the latter. “Our other friends will want to watch, so we might as well put on a show.”

So, while the racetrack scheduled a bunch of three- and four- star races, that hardly anypony would care about except for the ponies racing, Rainbow Dash and the twins flew up onto a large fluffy cloud set out in the middle of the arena, under the eyes of a couple thousand pegasi.

“I’m actually kind of an amateur at this,” Rainbow Dash said quietly. “But I watched a little filly swallow Applejack, so I’m pretty sure it’ll work out fine. Just don’t flap.” She scowled. “Derpy wouldn’t stop flapping.”

Cloudchaser giggled. “You don’t have to literally swallow us at the same time! If we’re together in your tummy, that’s enough.”

“Oh! Heh, okay then. This’ll be a piece of cake,” Rainbow said, grinning. She reached out and pulled the two of them into a hug. “I’ll miss you girls. Really. I mean, not as much as Applejack and Twilight, but sort of on the second tier, you know?”

Cloudchaser licked her ear, and Rainbow Dash squeaked and backed off.

Flitter smiled. “Let’s get started. Everypony’s watching.”

The two of them turned to each other, and embraced, hooking a hoof over the other’s shoulder, and then, as Rainbow Dash watched in somewhat horrified bemusement, they kissed. They fell to the cloud, hooves all over each other, making out like a pair of teenage lovers. The crowd went wild.

Cloudchaser broke off from nibbling on Flitter’s cheek long enough to say, “Do me first,” and then lifted her tail as Rainbow Dash circled around behind her.

Rainbow Dash nosed under her tail, wondering for a second if she should give the ponies watching a real show – would anypony actually complain? She was pretty sure Cloudchaser wouldn’t. But after a single lick, she was just too weirded out, and caught Cloudchaser’s tail in her teeth instead, tugging on it as she ran the coarse hairs through her teeth.

Then she gathered up Cloudchaser’s hooves, pinned her tail between her thighs, and started to eat. It still ended up being sensual. Cloudchaser moaned, and wiggled her hips suggestively, as the hard bony length of her lower legs slid into Rainbow’s throat, and Rainbow reached forwards and took hold of her by her cutie marks to keep her from wiggling herself free.

After that, it was like a dance – Cloud would suggest a move with a bit of pressure, or Rainbow Dash by pressing harder on one side or the other, and then they’d move together, rhythmically driving her deeper and deeper into Rainbow’s throat. Soon enough, Cloudchaser’s hips were too close to Rainbow’s mouth, and her hooves slid lightly up her sides, keeping up the dance as Rainbow let her tongue play with Cloudchaser’s belly, exploring the fur and everything hidden underneath it.

Rainbow Dash felt Cloudchaser tense, and moved her hooves to hold her wings down, just in time, as she gave out a loud moan and tried to spread them. Rainbow was having none of that! As the pony quivered and wriggled in her mouth and throat, she kept a firm grip on her sides, and lurched forwards, taking the wings into her mouth, and letting her cheeks hold them in check.

Cloudchaser panted into Flitter’s cheek. “I didn’t plan on that,” she said, sliding into Rainbow’s maw faster now, as her body relaxed. “But wow.”

Flitter kissed her, and kept her hooves locked tightly behind her head, even as that meant they were drawn into Rainbow’s mouth as her lips overtook her sister’s shoulders. “Thank you, Rainbow,” she said, giving Dash a kiss on the nose, before lowering her muzzle and letting it follow her sister inside.

===

Flitter squeezed Cloudchaser tighter, as she saw Rainbow Dash’s teeth spread out to either side of her, and felt her tongue, somehow still warm and wet, sliding its way down her neck, rippling her fur with little licks as it tried to help push her in deeper. Most of the pull came from the tight throat muscles now firmly wrapped around her forelegs, though.

Cloudchaser grinned at her, as her head, squeezed between Flitter’s arms, gradually vanished into the tighter confines of Rainbow’s throat. “Lucky. You got to watch it all.”

“I think you got lucky enough for both of us,” Flitter said, closing her eyes as Rainbow’s uvula slid up her face, and the warm flesh of the throat behind it slicked down her coat and mane, the tightness working its way gradually down her body, contrasting with the brisk air of the outside world that still chilled her hindquarters.

For a while, her focus was on the warmth, the pulsing tightness surrounding her, filling her ears with the sound of Rainbow Dash’s heartbeat and the gentle rhythm of her breathing. It was easy to imagine that she was already a part of the pony devouring her, as not even the tiniest bit of space separated her from Rainbow’s living flesh. But then she felt her hooves slip into somewhere still damp and warm, but not as tightly packed, and with a sudden tug, Cloudchaser pulled her head through the sphincter and into Rainbow’s belly.

It was dark, but with Rainbow Dash so stretched out, there was enough light to see her sister curled up on her back on a bed of soft pink folded flesh, covered in smears of sticky liquid that oozed from the walls. Only Flitter’s head stuck out into the space; most of her was still in Rainbow’s throat – and her tail and hind legs were completely outside her mouth.

“Come on in,” Cloudchaser said, “the acid’s fine.” She ran a hoof along her side, and Flitter could see the tiny hairs of her coat coming free, like brushing lint off a cushion.

Flitter felt Rainbow Dash’s tongue teasing at her, as it worked closer to her belly, but she was having none of that. She lifted up her left hind leg, blindly, and worked the hoof into Rainbow’s mouth, as if she was climbing up onto a shelf. It took a few tries before she could get it in place, wedged behind Rainbow’s teeth, at which point she started lifting the other hoof. Rainbow Dash helped with that one.

Once they were both past her lips, she felt the world shift as Rainbow Dash lifted her thoat up, and she gave a surprised squeak as her hooves lost purchase, and she suddenly slid slickly down Rainbow’s throat, pouring out into her belly, pressed up against Cloudchaser awkwardly, limbs and wings flying everywhere.

They both had to laugh at that, and as Rainbow Dash burped and fell over on her side on the cloud, they wiggled around to get in a more comfortable position. Flitter ended up face to face with her sister, their bellies and chests pressed together. She’d tried to wrap Cloudchaser up in her wings, but along with most of their fur, the feathers had all fallen out before they got in position, so all she had left were little chicken nubs.

“You’re bald,” Cloudchaser said, stroking a hoof down her side. It felt… strange. There was no sharp edge to it anymore, but at the same time Flitter’s skin was more sensitive.

“You’re slimy,” Flitter replied, lowering her head to Cloudchaser’s neck, and nuzzling there as their bodies slid slickly against each other, pressed tight by the oozing stomach walls wrapped around them both.

Then they were quiet for a while, cuddled close together, feeling each other’s warmth and the occasional slick motion of Rainbow’s stomach as it kneaded at their sides and back.

After a while, Flitter tried to move her foreleg up to stroke her sister’s cheek, but it woudn’t move. She opened an eye and pulled harder, and watched as it tore free from Cloudchaser’s shoulder, taking some of her skin with it. It looked wrong, and after a second she realized that her hoof hadn’t lifted with it, and as she slid it up along the stomach wall, more of the flesh sloughed away from the bones. She let it fall, not able to feel anything from it anymore, and not wanting to accidentally poke out her sister’s eyes by mistake or something.

“I think we’re stuck,” she said quietly, wondering if her other eye was still there, pinned closed against the bottom of Cloudchaser’s chin.

“We’re melting together,” Cloudchaser said, and Flitter felt bits of her thighs and sides tearing off as Cloud shifted her hind legs. It didn’t hurt at all, not even after a warm gooey flow of organs started to slide out of her, squeezing out around the legs no longer holding them in.

Flitter gently kicked one of her hooves, tucked in against Cloud’s belly, and felt it push through the flesh like it was jelly, sliding into a pool of slick ropey intestines. She froze as Cloud gasped, and suddenly tensed around her, squeezing more of Flitter’s innards out the gaps torn in her sides.

“Keep doing that, please,” Cloud whispered, and Flitter relaxed, and let her hoof drift around, stirring through Cloud’s organs, which gradually shifted from firm lumps and ropy tubes into a warm, soupy mass, even as she gradually started to lose feeling in her legs.

At some point, she realized that she’d closed her eye, and it wouldn’t open. She realized that while she was still trying to move her limbs, and they had never actually gone numb, she had no sensation of whether or not they were responding, or of what they’d respond to. Everything was soft, oozing warmth, beneath her, beside her, inside her, and she had no way to tell which end was up, or even where her own body ended and the gooey mass she was floating in began.

Then, to tell which part of the floaty feeling was physical sensation, and which was her thoughts drifting off into a misty haze.

Slowly, gradually, painlessly, her mind dissolved, just like her body had, and then there was nothing left in Rainbow Dash’s belly but a soupy mass of nutrients and magical energy.

Pinkie's Perfectly Petite Pony Pies

Cheerilee gingerly opened the door to Sugar Cube Corner, not sure what to expect after what she’d seen at the spa. What she heard, as soon as it opened a crack, was Pinkie Pie singing, and what sounded like a couple dozen foals giggling back at her.

All you gotta do is take a couple ponies, add them to the mix!
Make sure that their disposition’s sweet, not stony, a pinch of salt does the trick!
Making these treats is such a sinch, and it’s all thanks to Zecora!
Slide another batch in the oven, ‘natch, and it’s time to bake some more ‘a—

Most of the sounds were coming from the kitchen, but the door was closed, so Cheerilee joined the small crowd of curious ponies waiting around in the front room. “What’s she doing?” she asked.

“I think she’s baking cupcakes?” said the pony in front of her. The song’s refrain seemed to confirm that hypothesis.

“Not… giant pony-sized cakes?” Cheerilee asked. “Does Discord’s spell make it tickle when she cuts them up into tiny pieces or something?”

“Yep!” Pinkie Pie said, opening the kitchen door a crack and peeking out. “But that’s for the frosting. Want me to make you a cupcake, Cheerilee?”

“Ah, I heard about yesterday’s catch. She will make a most powerful batch!” said Zecora, remaining out of sight.

“I’m not here to be eaten,” Cheerilee said, looking around. “Are the rest of you here to be eaten?”

The others glanced around, at each other and at Pinkie Pie, who just kept on smiling at everypony. “I’m… not sure?” one of them answered, at last. “She asked if I wanted her to make me a cupcake, and I said ‘sure’? This place has always had the best cupcakes.”

“And I’m sure yours will be even better than the best, Morning Glory!” Pinkie Pie said, with an especially wide grin.

“Soon you ponies can join the fun, for another batch is almost done,” Zecora said.

Pinkie Pie eeped. “Sorry! I’ll be right there!” she said, then retreated into the kitchen.

===

In the kitchen, Zecora was chanting and mixing her strange zebra brew in what was otherwise an ordinary measuring cup. There was a fizzle-pop sound, and the mixture changed colors, turning a faint green instead of its previous sludgy blue.

Pinkie Pie bounced happily, and gave a high-pitched squeal. “You know what that means, ponies? It’s time to make more frosting!”

There was an enthusiastic cheer from a box on the counter.

Pinkie Pie reached inside and felt around. “And the lucky pony is…” Feeling somepony latch on, she lifted up her hoof, and clinging to it was a tiny blue stallion. “Pokey! Yay! Blue frosting this time!”

“What do I need to do?” Pokey asked, his voice squeaking like he’d been breathing helium.

Pinkie Pie giggled, turned to the counter, and dumped him into the blender. Pokey landed clumsily, slipping off the central post and sliding down between the blades. He was still squirming around trying to climb back up without cutting himself when she added a stick of butter, which knocked him back down and pinned him to the bottom, and then poured in the sugar until he was completely submerged. Zecora carefully tipped her head and poured in her potion.

“You ready, Pokey?” Pinkie Pie asked, as she put on the lid. She hit the button for the highest setting, and the blender whirred into action. There were a few thumps and chunks at first, and a horrible grinding noise as the butter and other solids were reduced to paste, but then the mixture inside started to get to a more even consistency and it faded to a faint whirr.

“Aww,” Pinkie Pie said, frowning at the slurry inside her blender. “It came out pink again.”

===

A few minutes later, Pinkie Pie pushed back the crowd as she opened the kitchen door. “Okay, time for what you’ve all been waiting for. Cupcakes!” Balanced on her back was a plate of large cupcakes with bright pink frosting, one for each pony in the room, including Cheerilee. Cheerilee wasn’t especially hungry after her time at the spa, but she took the cupcake when it was offered.

“Eat up!” Pinkie Pie said. “They’re goooood.”

Cheerilee eyed the cupcake suspiciously. There was something off about it, although from a cautious sniff it at least smelled edible. Not entirely normal, since there was the scent of pony infusing it, but still sweet and sugary. “I heard Zecora in there. What did you put in the cupcakes?”

“Don’t you mean who?” Pinkie Pie giggled back at her.

Cheerilee scraped the frosting off with her hoof, and tore the cake part of the cupcake in half. The cake was mostly vanilla, but sitting in the middle of it was the unmistakable silhouette of a pony, darker in color but still made out of cake. “Okay, who was this?” she asked, turning to show Pinkie Pie.

“Um… Meadow Song, maybe?” Pinkie Pie said, shrugging. “I’m sorry, I wasn’t keeping track of who got which cupcake. But she was happy! They’re all happy!” Pinkie Pie bounced in place. “I love making ponies happy!” As she turned to watch the rest of the ponies eating their cupcakes, she said, “Eat up, Cheery! And don’t forget the frosting. It was made with love!”

“Actually, I’m not that hungry,” Cheerilee said, looking up as she added, “does anypony else want… my…”

The crowd was gone. No, not gone – the noise of the crowd was still there, just a bit higher pitched. Looking down, she saw what had happened – there were all the other ponies who’d eaten the cupcakes, scattered across the tiled floor, shrunk to miniature size. A couple were pinned underneath saddlebags or bit pouches, which hadn’t shrunk with them. Pinkie Pie rescued one of those by picking them up in her teeth, and dropped her into a cardboard box she’d fetched from the kitchen. She looked up and met Cheerilee’s gaze. “Eat the cupcake, Cheerilee. A pony died for that cupcake!”

Cheerilee gingerly set the cupcake down on the table, which just left the frosting stuck to her hoof. She caught herself about to lick it clean, and flicked it across the room with a squeak. It splatted across Pinkie Pie’s muzzle, and before she could say ‘Oopsie!’ the pink pony had reflexively slurped out her tongue and licked herself clean.

“Oopsie!” Pinkie Pie said, her eyes going wide.

It only took a few seconds – Pinkie’s body and face rapidly shrank, while her hair got larger and larger until it exploded into a pile of balls and eyepatches and cooking equipment, with a few rocks and muffins and other odds and ends. Tiny ponies on the floor screamed and ran as one of the balls rolled off the pile and made its way across the floor, threatening to crush them!

Cheerilee leapt forwards to stop the ball, only to feel something squish under-hoof. She screamed, and lifted her hoof quickly mid-stride, throwing herself off balance and sending her sprawling across the floor, tiny ponies squirming underneath her as her unexpected plummet left them unable to avoid her bulk. She rolled to her belly, and held her hoof up to her face to see the damage.

“I’m okay!” said the frazzled Morning Glory stuck to her frog, waving a hoof.

“Be more careful!” squeaked a tiny stallion clinging to her side.

Cheerilee looked over at the pile. “Pinkie!”

The rest of the tiny ponies were already trying to dig through the mess to find their host, but for Cheerilee it was a matter of seconds to carefully set aside the odds and ends Pinkie Pie had been keeping in her mane, until she found the mare herself safely trapped inside an upended measuring cup, rolling on the floor and giggling. “You!” Pinkie squeaked. “You made me shrink! Do you know what this means?”

“No more cupcakes?” Cheerilee asked, tipping the measuring cup to let Pinkie out.

“No!” Pinkie Pie squeaked, jumping up onto Cheerilee’s chest like a flea and then scrambling up over her shoulder and into her mane. “More cupcakes! And Cheerilee’s going to bake them!”

The tiny ponies all cheered. Cheerilee rolled her eyes. “I’m really not much of a baker…”

“It’s easy as pie!” Pinkie Pie said. “Oooh, do you think we could make pony pies? I think we still have some pie crust in the fridge…”

===

Being a baker was a lot of work, even with all the batter already pre-mixed. Zecora had to maintain constant concentration on her shrinking potion – it was based on poison joke, and the slightest mishap could quickly become the largest mishap. That meant that before she could even start baking, Cheerilee had to run all over the shop doing little chores. She took a batch of finished cupcakes out of the oven, cleared the discarded saddlebags and other possessions before new ponies coming into the shop could see them and get the right idea, put all the used dishes into the sink, and then tracked down the tiny ponies who’d managed to scurry around everywhere and put them back in the box where they’d be safe.

It actually looked pretty nice in the box. Pinkie Pie had set up a miniature party diorama, with games and snacks and plenty of salt on hoof to keep everypony in a silly mood.

“You can eat one or two,” Pinkie Pie said with a giggle. “Nopony’ll notice!”

“Eat me! Eat me!” said a tiny green and yellow mare.

“But Sunflower, you said you wanted me to make you a cupcake!” Pinkie Pie shouted back down from her perch between Cheerilee’s ears.

“Oh, right,” she said, plopping onto her butt. “Can I do both?”

“Sure, but you have to be a cupcake first,” Pinkie Pie said. Then, to Cheerilee, “The batter’s in the fridge.”

Pinkie Pie walked her through all the steps, although there weren’t many. First, she picked out a tray with a dozen little spaces for cupcakes. Then, she had to put a paper wrapper in each tray. Next, she added the ponies.

Sunflower sat in her little paper cup, waiting impatiently for the batter. What was taking so long? She paced around for a while, then put her hooves up on the edge of the depression so that she could see out. Apparently, Cheerilee was having trouble getting two of the other chosen ponies to stay in their spots – they’d climbed out and were running around, playing tag with her hooves. The giant purplish pony’s motions were clumsy and slow, since she was being careful not to knock the tray around and spill everypony.

Suddenly, Cheerilee got an evil look in her eye, and her muzzle darted down and snapped up one of the troublemakers, catching her in her teeth and sucking her into her muzzle.

“Hey!” said the other. “Let her go!”

Cheerilee gave a vicious smirk, and started chewing.

Crunch.

Snap.

The remaining pony crept slowly backwards into his basin, and curled up, whimpering. Cheerilee fetched a replacement pony from the box, and then went to get the batter. As the bowl loomed over Sunflower’s spot, she sat back down in place, and sighed. “Finally!”

Then the batter came down in a thick goopy rope, and splattered across her back, sliding through her fur and instantly matting her mane and tail. It was cold, and thick, and smelled absolutely delicious – as the tide started to rise to her shoulders, she opened her mouth and held it up into the stream, swallowing what she could as her face was splattered with cold, clinging sticky batter, swallowing and wallowing until her whole world was batter, thick and cool and so, so delicious. She couldn’t see or hear anything, but smell and taste was enough. She moved her limbs in lazy circles, enjoying the feeling of the batter dragging against her movement.

Then, slowly, the batter started to warm up around her, and that only made it better. She basked in the heat and warmth and let herself drift… but it just got warmer and warmer until it was an impossible heat, and the batter bubbled around her, and inside her, stiffening and changing from better into cake. She couldn’t tell where she ended and the cake began – it was all cake, really. Little sparks of happiness exploded in her mind, as she embraced her fate.

===

Cheerilee was still chewing on the pony when it was time to take the next batch out of the oven. There had been a little bit of texture at first, but after the first few chomps she had gotten all soft and stretchy, like bubble gum, and so by long-forgotten instinct from back in middle school, she spat the pony out onto her hoof and stuck her on the edge of the table, while she used her mouth with the oven mitt to grab the tray.

Afterwards, she realized what she’d done, and poked at the pony gingerly with a hoof.

“That looks like fun,” Pinkie Pie said, eyeing the hairy wad of chewed up pony-gum. “I think that’s how I want to go. Zecora, do you think it’ll work the same if you chew on me like that?”

Zecora smiled. “Discord’s spell is set on you, so you should be safe no matter who chews.”

Cheerilee scraped the gummy pony onto her hoof, and headed for the blender. Pinkie Pie tugged on her ears. “What are you doing?”

“We need frosting, right?”

“Eww!” Pinkie Pie squealed. “She’s been in your mouth!”

Cheerilee rolled her eyes, and put her gum back in her mouth for another chew.

===

There were only four ponies waiting in the front room, when Cheerilee finished frosting the two batches of cupcakes she’d had cooling. “I think business is dying down,” she said to Pinkie Pie, as she watched the four new victims – that is, customers – eat their cupcakes and shrink to tiny size. “I don’t think we need any more cupcakes.”

“But what are we going to do with all the extra ponies?” Pinkie Pie asked.

“You said you had a pie crust?”

Making pie was almost as easy as cupcakes, with the crusts already prepared. There were enough tiny ponies for two pies, so she split them up, putting half in each. One she prepared as a typical sweet pie, with sugar and almond extract and a few other ingredients. The other, she filled with the same sort of spices and herbs as she’d used on Carrot Top, and added some tomato puree and onions.

“Don’t worry,” she told the ponies swimming around in the savory pie mix, “I’m sure you’ll be delicious!”

Then she pressed the upper crusts down into place, hiding away the ridiculous food fight going on in the sweet pie, and popped them both into the oven.

“There,” she said. “Done. The pies should be safe for Zecora and I to share, and we can leave the rest of the cupcakes out in the front room. I’m sure tiny little ponies won’t have any problem finding somepony to eat them.”

“Aww,” Pinkie Pie said. “No more baking?”

“There’s no point baking if there isn’t anypony left to eat what you bake,” Cheerilee said. “The festival’s almost over.” She walked over to the window in the front room, and she and Pinkie Pie looked out into the square. Where at first it had been moderately crowded, now there were only a few ponies here and there, wandering in groups from stall to stall trying to find one that wasn’t deserted. “It looks like almost everypony’s gone. That means the festival was a success. We shouldn’t have any trouble consolidating the rest of the population tomorrow.”

“Then it’s okay if I get eaten,” Pinkie Pie said, flopping onto Cheerilee’s mane.

Cheerilee swallowed the gum-pony she’d been nursing for the last few hours, who’d long since run out of flavor anyways. “Do you want me to eat you?”

“Nah, I promised Zecora,” Pinkie Pie said. “I hope she gets back soon, before I think of some other reason to stick around. It helps that I’m so tiny. A teeny weeny itty bitty shrinkie Pinkie can’t do most of the things I’m thinking of anyway.”

“I’m sorry I got you shrunk, then,” Cheerilee said.

“Heehee! Don’t be sorry, silly. I should have been shrunk yesterday, and gotten eaten then like I promised Twilight.” She crawled down onto Cheerilee’s muzzle, and looked down at her chest. “Is she still in there? Sorry, Twilight!”

Cheerilee eyed the cupcakes. She’d set them up on the display rack, with a little sign reading ‘Eat Me!’ All she had to do was follow her own advice, and she’d be as tiny and helpless as Pinkie Pie – easy prey for Zecora when she returned from the spa. It’d be easy enough to agree to get eaten when there was no chance of being able to eat anypony else, right?

Unless it wasn’t.

In any case, she couldn’t even find the strength to take a step near enough to the table to smell the cupcakes, so it was a moot point. She and Pinkie Pie chatted for a bit until it was time to take the pies out of the oven, and then she and Zecora had a lovely dinner of petite pony pies. It was a bit messy – the jellied bits of pony kept oozing out of the sides of the pie slices – but just as delicious as she’d promised.