Starlight Glimmer trotted through Ponyville, excitement in every step. The sun had already set and most ponies were turning in for the night. But not for two best friends!, Starlight thought to herself as she went up to a lonesome but familiar cart on the edge of town.
*Knock! Knock!*
"Trixie? You ready?", Starlight asked.
The door opened a couple seconds later and there the blue unicorn stood. Starlight almost didn't recognize her at first because of the fancy blue and white dress patterned with stars she had on.
"As I'll ever be!" Trixie said with a flip of her mane, beautifully done at the spa earlier that day. The blue mare looked Starlight up and down, "I like your dress!"
The minty unicorn glanced at the dress she had on as well, dark purple with cream-colored silk.
"Oh! Thanks, Rarity's amazing, isn't she?"
"Indeed, a true pioneer of tomorrow's fashion, shame they couldn't come with tonight." Trixie said as she went down her steps and began walking alongside Starlight.
"Yeah, The Grand Galloping Gala is the biggest dance of the year! I was so looking forward to going all together!"
Unfortunately, Twilight, and the others were all at the Crystal Empire with the Princesses currently. They'd gotten a tip that Queen Chrysalis was planning to attack there with a brand new army on the same night of the Gala. What are the chances?, Starlight mused.
She had wanted to go and help of course, but Twilight insisted she stay behind to watch over Equestria in her absence. Besides, who'd want to waste all the tickets they'd gotten to the Gala?
"Starlight! Hurry up or we'll miss the train!", Trixie called out in the distance. Starlight snapped out of her thoughts and quickly caught up to the station, where the Ponyville Express was just pulling in.
Hours later, at the Gala...
Starlight could barely believe she was at one of the most high-class parties in all of Equestria! The food, the music, the atmosphere, everything was amazing! She and Trixie had danced to their hearts content, visited the Royal Gardens, and of course, had some cake.
Starlight levitated her drink as she chatted to Trixie, giggling occasionally, when she felt a light tap on her shoulder.
"Hmm?", Starlight turned around.
It was one of the Gala waiters, he was white with a slicked back black mane, a poofy mustache, and a slight French accent. She remembered him because he had brought them drinks earlier 'compliments of Prince Blueblood' That self-centered jerk? Starlight had thought, Rarity told me all about him. Oh well, at least he knows what I like.
"Madame Glimmer, Madame Lulamoon, if you would come with me please," the waiter said, turning around and walking into the crowd.
"Uh, sure!", Starlight said as she put down her drink. Did Prince Blueblood want something again?
The waiter led them through the party-goers, and surprisingly, into the kitchen at the back, which was eerily empty for a party like this. Once the double swinging doors closed behind them, the waiter turned back to face them.
In a green flash, the waiter disappeared and a black changeling took his place! Starlight instinctively lowered her body, ready for a fight. A changeling? I thought they had all been reformed!
The changeling looked down at itself, and was taken aback.
"Oh! Sorry, I'm just so used to that form now. Just a moment...", with another green flash a yellow and green changeling stood before them, "Don't worry, I'm with Thorax."
"So then why were you a scary dark changeling for a second there?", Trixie piped up.
"Well, I'm a spy for Thorax. Some changelings who didn't reform deserted to Chrysalis, and I pretended to as well so we could keep an eye on them."
"Really? Cool. So what are you doing here at the Gala?"
"You know that tip about Chrysalis attacking the Crystal Empire?"
"Yeah, what about it?"
"It's just a diversion, their real focus is here." the changeling said as he checked the windows into the ballroom. "More specifically, you two are Chrysalis's prime targets, she wants revenge for de-throning her."
Starlight's mouth went dry. "So, are there other changelings out there?", she asked, shivering at the thought of anyone she saw tonight could've been a changeling in disguise.
"Yes, and they're all loyal to Chrysalis, luckily I was able to peel you guys away before they started."
"Started? But they're looking for us, right?"
"Mostly, but with the Princesses gone, Chrysalis wants as many victims as possible. Now, listen closely-"
They were interrupted by sudden yelling and loud noises coming from the ballroom. The changeling's head turned towards the commotion.
"-damn it, they're moving faster than I expected. Look, just trust me and I'll explain later, okay?" the changeling asked, turning to Starlight.
"Any friend of Thorax is a friend of mine! What's the plan?"
"I need both of you to get inside me."
...
It took Starlight a couple seconds to process what she had just heard.
"Excuse me, what?"
"I said I'll explain later, just get over here and I'll take care of the rest!"
Starlight started getting suspicious, 'get inside', what does he mean? Starlight took another glance outside and promptly froze in her tracks.
There were several dozen changelings, some in Royal Guard armor, others in suits and dresses, eating the guests. Her eyes widened as she saw a pair of hooves join an unnaturally large and misshapen bulge traveling down a changeling's neck and into its semi-translucent stomach, which became as big as the changeling carrying it, the occupant squirming and kicking in protest.
The other party-goers ran around in confusion and fear, all the exits either sealed off or guarded by a ravenous changeling. Like a snake that found an unguarded nest of eggs, they're jaw would unhitch and they'd greedily swallow a pony whole. Each of the insect ponies had around 2-5 struggling forms in their guts before becoming too heavy to move freely and slowly drag themselves over to the center of the room, exhausted. Starlight stared in a mix of awe and disgust, watching the guests disappear one by one into some changeling's gullet.
Starlight's heart was pounding in fear, imaging what could have happened if she'd stayed in there.
'get inside'
"Trixie!", Starlight whipped around, remembering her friend and suddenly worried about her safety.
It was too late. She turned around to see the green and yellow changeling's mouth had already enveloped her best friend's entire head. The mint unicorn froze in shock, and could only watch in horror as he swallowed again, taking in most of Trixie's neck.
The changeling grimaced as he took another gulp, the blue unicorn's horn dragging along the lower part of his esophagus. It was quite hard to breath like that, not to mention keeping Trixie still, who was desperately trying to back out.
Another gulp and the blue unicorns hooves joined her in the changeling's uncomfortably hot and tight throat. Trixie was reminded of when she had been eaten by a Manticore. But that was just a trick and she knew Starlight would teleport her out, but now she was in actual danger and her predator was no bigger than she was. Trixie yelped as she felt her back end being lifted into the air, being pulled down faster due to gravity.
Starlight snapped out of her trance and started thinking of a way to save her friend.
"Hey! Let her go!", Starlight yelled as she pointed her horn, preparing to teleport Trixie out of there just like the Manticore performance.
But ... nothing. What!? Why isn't my magic working! Starlight started to panic. Without magic, she was just a normal pony, a normal pony with no way to save her friend from being eaten alive. Her eyes started to tear up as she watched Trixie's back legs slide down into the changeling's gaping maw. One last gulp and her best friend was fully inside the changeling she trusted a minute ago. How could I have been so stupid! Of course it was a trap! He just wanted us both for himself!
The changeling stepped outwards to make room for his massive meal. His entire body lurched as the female unicorn was squished into his stomach, her entire weight bearing down on his back. He could feel every inch of her through his stomach walls, shifting and wiggling, still halfheartedly trying to escape. His stomach bulged and drooped toward the ground. He let out a belch and breathed deeply, he had never eaten anything bigger than a cantaloupe on a dare, let alone anypony his same size. It was quite the workout too, but he was only half done.
Now having Trixie inside his stomach, the changeling turned to Starlight, "Alright, your turn."
Starlight looked up, face-to-face with a hungry omnivore who had already proven capable of swallowing a mare her size whole. Her survival instincts kicked in and adrenaline pumped through her system, she had to escape.
She put all of her energy into turning around as fast as she could and leaping away simultaneously. The changeling noticed and reached out to catch her tail in his mouth, but forgot to account for his new body weight, his teeth clamping down on thin air, missing Starlight's tail by mere inches
His center of gravity was now different as well, and he unintentionally rolled forward onto his ball of a stomach. He used this to his advantage, quickly shooting his tongue out and wrapping it around Starlight's back legs.
Starlight fell as her back legs gave out, suddenly losing the ability to move. The changeling stood back up, and started drawing his tongue back into his mouth. Starlight felt herself being dragged backwards and sheer terror took over her senses. She started wildly grabbing at things in hope of holding on, calling out for help and thrashing about to free herself.
"You're not making thiff any eifier, you know!", the changeling said, tugging with all his might.
Starlight felt something hot and wet close around her back legs. She could see Trixie still moving inside the changeling's belly, and it send chills down her spine. Soon, that would be her as well, curled up in a suffocating hot sack, ready to be digested like a piece of food.
The changeling gulped and his second course's back hooves entered his throat. Hmm, minty. The other one was like cotton candy. Do all ponies have different flavors?, he wondered.
Starlight gave up, exhausted and accepting her fate. She was nothing more than a meal to this ... monster. Well, at least I've done some good things to redeem myself since Twilight found me. Starlight mused as she was lifted into the air. The changeling's mouth slid over her barrel, his tongue keeping her hooves tight against her body.
Almost ... there ... at least she stopped struggling, the changeling thought. He felt his throat stretching to it's limits , straining against her every curve and shape like a skintight suit. With another big gulp Starlight's body was entirely inside his throat. He stretched his jaw as far as it would go, and then slowly closed his mouth around Starlight's head.
"I'm sorry, Twilight." Starlight sobbed as she caught her last glimpse of light before being sealed completely in darkness. The changeling's powerful neck muscles contracted again and she was pulled further inside him. I hope you choke on my horn...
The changeling gulped again and winced, it was like swallowing a basketball. Not that he had ever done so, he just imagined it would be about the same size as this mare's head. He swallowed again and finally felt Starlight's body slide into his stomach pouch, doubling the size of his already huge gut. Once she settled, he could barely touch the ground with all four hooves at once, his massive girth pressing uncomfortably against his flanks and hooves. It was like laying on top of a huge bean bag that weighed twice as much as he did.
He had to slowly wheeze in and out to breathe with the contents of his stomach squishing against his other internal organs. Transforming back into a dark changeling, he counted down from three in his head and then lifted himself up with everything he had, his wings buzzing furiously. With his grossly distended belly swaying and scraping against the ground, he slowly walked out of the kitchen and back into the ballroom.
He stopped halfway and panted, Jeez they're heavy! Looking down at his side, the dark forms of two ponies squished against each other were just barely visible through his green stomach walls. He put a hoof to his enormous stomach, don't worry you two, you're safe with me.
