Author's Note

When Withania met Lupine Wingate, she was treated to an afternoon in a hot spring with a hot bat pony mare who has several supernatural abilities perfect for an under cover predator...

Contains some slight non-gory blood, size difference, cunnilingus, oral soft vore, soft digestion, and reformation. Co-written by Dusk SunRich (as Lupine).

1. Lupine Wingate (F/f, Size, Sex, SV, SD, TF)

Withania stood in the well kept gardens of an unexpected client's manor house and frowned. She had received an offer for some ad-hoc consultancy earlier in the week after a friend in common passed on her details - some rich nobles had a garden that didn't flourish as brightly as they wanted it to and their 'exterior designer' had no idea why.

"Well they certainly spared no expense on the original plants," she said aloud to the garden, "I'd sheer my tail to have some of these at home, but whoever planted this garden didn't have a sliver of a green-hoof.

"Probably some hoity-toity unicorn," she added.

She snorted through her nostrils wondering what to do, and spotted somepony watching her in the periphery of her vision. Looking over in surprise she saw a pretty ash-grey bat pony with dark hair listening to her patiently with an amused look on her face. It wasn't her client, but probably their daughter, thought Withania.

"Ahahaha! Please excuse me!" laughed the earth pony awkwardly, "I was just thinking out loud! I'm Withania– Withania Nightshade, pleased to meet you…"

Having been caught in her little spying attempt, the mare let out a soft, timid squeak at first, looking a little bashful from being confronted by the stranger. But instead of being some brat and trying to defend herself or berate the worker, she instead offered an apologetic smile.

"E-err… n-no, I should have… introduced myself, first…" She stepped forward from the foyer, bowing her head politely as she approached Withania. "Please, forgive me, Miss Nightshade. I am… errr, Lupine Wingate. A-and… well…" She brightened up a bit upon seeing the work done on the Moonstar flowers. They weren't in the best of shape, but that extra care from the earth mare was already making them perk up.

"Maybe you are right! I… w-well, I believe that earth ponies… are best at… horticulture, don't you think? But… well, that unicorn did have… a very rare collection. Must have been… imports…"

Withania breathed a sigh of relief that her new friend wasn't some kind of stiff aristocrat about to criticise her for being unprofessional. The bashful hesitation in her speech set the earth pony more at ease.

"Oh please, call me Withania! I take it this is your home? The grounds certainly are lovely… I could spend all day just looking around here!"

She walked a little closer as she said this and sat respectfully a little way from Lupine, now able to see the purple sheen of her mane and tail, and her neatly folded leathery wings. Withania didn't know much about bat ponies, and unintentionally found herself staring slightly, taking in the details of the slightly shorter mare. Including the smallest glimpse of a sharp fang just peeping over her lower lips.

She blinked, realising her rudeness and quickly broke the silence again. "So are you an outdoors type? I suppose you're more of an evening kind of pony? Ahah umm… I mean what's your interest in the world?"

The noblemare perked her ears up, listening intently with rapt interest. "O-Oh, yes! I… well, I love this garden, it's so… peaceful. But… we can't take care of it all by ourselves, considering… our duties. But… still, thank you so much… for looking into… this…" She trails off, glancing at the flowers again, looking a bit wistful before being snapped back into attention.

"M… my interests? Well… I do love to… go out and… explore. It… worried my mother sometimes, but… I can take care of myself, y-you know! And… well, I am so interested in… food! Eheh, uhhh… at least… the finer things in life. I… have come to… appreciate what… I have, but… there are… so many… new things to try, so much… to see, no?"

She paused another moment, the gears in her head turning slowly.

"Ahhh! I have an idea, Withania! You… want to have… a snack with me? I can… get a spread going, if… you want. We even have… a hot spring!"

"Oooh, I like food," Withania blurted out without thinking. "Ahem, I mean though sounds wonderful… I am still a little sore from my journey over here, and I have all of tomorrow to complete my look around the grounds - so I'd be delighted!"

She didn't say anything but there was a certain mannerism to the little bat mare that she couldn't place. Something familiar that was on the tip of her tongue but out of sight. She was reminded of herself whilst talking about food to a certain baker. Although that conversation went in a very different direction.

Stop it Withania, she thought to herself, She's offering you a fine lunch and likely a relaxing afternoon, get your mind out of the compost!

"You're very fortunate to have so much available to you," she said as they began to walk toward the manor, "It's relieving to meet someone of your status as down to earth as you are…"

Lupine seemed rather pleased at that last little compliment, making her tufted ears waggle a bit. "Welll… thank you! I mean… my… parents always taught me… to treat others with… respect. Noble or… not, we all… have purpose, no? And… besides, a lot of nobles… I've met in Canterlot are… way too stuffy!"

She then blushed a bit at the thought, especially considering the last snobby noble she met was still a layer of pudge on her tummy, but… well, she can let him out - eventually.

"So! Uhhh… follow me, please! And… don't worry, you're a guest, here! The… others are… used to this sort of thing, I guess," she giggled a bit, wings fidgeting gently as she leads the way into the large, if simply designed manor. It looked less like those gaudy Canterlot eyesores and more rustic. Something meant for working class ponies, or at least a lovely summer home. Definitely functional, and quite cool despite it being the end of a hot day.

"Phew… could never stand… the sun. Makes… my fur tingle a lot!" The mare seeed a lot more at ease in the shaded manor, hooves clacking quietly on the hardwood floors.

"You parents were certainly sounded kind in their request for me to visit. I don't normally do this kind of work, but I have a soft-spot for a little flattery!" Withania admitted with a slight blush.

Lupine looked distinctly more relaxed out of the sunlight now, her folded wings opening just a touch as they made their way through the cool corridors. As Lupine gestured to the bathing room, Withania's nose picked up the rich scent of expensive salts and gloriously hot steam.

A pool of emerald green water dominated the room, fed from the trickling spout of mineral spring.

"Well… here we are…"

"How heavenly!" the earth pony exclaimed, walking past the noblemare and being enveloped in the mist. "You certainly know how to relax here… I'm reminded of being inside of a friend of mine - ah! I mean, in a friend of mine's… Bathroom. Which steams up easily."

Withania sat down on the damp slats of the wooden floor, curling her tail about her hindquarters to cover for her fidgeting. The water looked beautifully enticing, but she felt it polite to let Lupine go first in case there was some protocol she should follow.

The bat mare giggles softly, feeling much more at ease once they were somewhere more casual. To her, and the family, the bath house was meant to be the place where any proprietary or standing on protocol could be put on hold.

"Hehe… you do sound like… a friend of mine. But… well, don't worry! This is a place to relax!" She then heads over to a small row of shower heads, rinsing herself off of any grime and dirt.

"Ahhh… much better! Now… please, just… rinse off, and… we can take a dip!"

With that, Lupine was already slipping into the warm, sparkling waters, wings unfurling as the leathery membrane pushed her about the pool. She idly swam over to the far side, where a small platter of fruits where resting on the edge, ready and waiting.

There was something enticing to Withania about watching Lupine prepare herself and slide into the water, drawing vee-shaped ripples in her wake as her exotic wings opened out to trace the water.

Her hesitant voice had changed, Withania realised. Although she still spoke a few words at a time, the shy bashfulness was gone and she almost seemed commanding now, handing out instructions that Withania felt all too happy to follow.

Leaning under the stream of fresh water she let the day's sweat drain off of her fern green coat, her main falling slick against the sides of her face. Flipping the faucet off again, she approached the pool under the watchful night eyes of her host. She did her best to enter gracefully, but made a slight splash as she fumbled for the best grip.

Treading the water she waded over to Lupine, who held out a bright red apple on one hoof. Withania thanked her and leaned back on the submersed seat around the edge, taking crunchy bites out of her snack.

Lupine was happy to take a pear, opening her mouth wide to chomp down on the juicy fruit. Her fangs sank easily into its flesh, devouring half the fruit in one go, chewing thoughtfully before gulping down with gusto.

"Mmmm… you know, I've… always liked talking to new, exciting ponies. Where are you from… exactly? Manehattan? Ponyville? I have to know!" She squeaked with excitement, her wings flapping gently in the water, before one of them wrapped about Withania’s back, pulling her in for a warm, soothing hug. The leathery appendage was very soft and supple to the touch, almost like velvet. But the strength of which she pulled her new friend in was amazing, like she was almost nothing at all.

"I-I mean… we can take turns, of course. You ask me, after?"

"Oooh," cooed Withania, feeling the space between the two mares vanish, but not unpleasantly. "Well… I'm not that exciting to be honest - someone like yourself probably has a lot more tales to tell! But uh, I was actually born in Filly, my parents are doctors with my mother being a unicorn and my father being an earth pony, so I kind of picked up the best of both worlds. I have very strong earth magic in me, so growing and managing plants is almost like a sixth sense. I moved out to Ponyville to get into the countryside because after I got my cutie mark and knew I was going into botany the city was suddenly a bit too crowded for gardens and greenhouses… and uh… I can also grow weird stuff without people noticing…" she added, speaking behind her hoof.

While she babbled away the bat pony slowly caressed her back with her wing, the knurled claw at the end of the forearm working out knots in her muscles while the smooth membrane caressed the deliciously hot water into her fern green coat. Withania became steadily more relaxed, talking and munching on the fresh fruit until she had slouched just enough to remove the height difference between the two of them.

Suddenly catching Lupine's eye, Withania became aware that she was waffling and stopped abruptly, blushing at the sight of her friends mysterious face and dark hair. "Buuuuuuut really I'm just a mare who likes plants a little too much, y'know?" she concluded with an embarrassed smile. "What about you? You said you liked food? Are you a chef? A baker?"

"Errr, neither, actually. I am… well, both a vintner and… a gourmand. I prefer… the finer things in life, but I also know those have to be earned, no? And I… w-well…" She blushed a bit, her mane glistening from the warm water as she nestled into the crook of her friends' neck. "I have… some powers in me, that many feel… uncomfortable around. N-not that I can't control it, but… well, it's essentially a type of… blood magic, that seems… inherent to my family. We still don't know… everything about it, but…"

She then smiles up at Withania, a bit of a blush on her cheeks. "I-I mean… I hope that's not too much! I just… prefer to be… honest with ponies, it's… usually better that way than for them to… just find out. It's… more of an embarrassing thing, at this point! Ehehe…"

She giggled nervously, her wing claw fidgeting on the mare's shoulder, digging and kneading gently. "S-so, uhhhh… would you… like to know more? I… understand if this might be… too much. The nobles tend to hate me for it, but… well, they're sort of snooty, anyways…"

It was at that moment that the penny dropped and Withania recognised the familiar glint of kitchen eyes in her new friend, the glimmer of powerful hunger that made her weak at the knees. This seemed hardly the time for jumping down pony's throats - but what did she care? Lupine was nothing short of wonderful so far, and clearly accommodating her. Such a friendly host was a rarity, and one who lived in such grandeur even more so.

"You… you certainly know how to treat a lady, whatever some snooty upper-classes say," said Withania, swallowing the last of another apple with a distinct gulp, "I am… comfortable… maybe you could show me more of your uh, talents, and I can reward you for your efforts…" She pressed herself back against Lupine, placing one hoof on the slightly smaller mare's thigh, their faces close.

"In situations like these I do like to please others, and to feel helpless in their power… Tell me, what can I do for you Lupine?"

Lupine blinked for a moment, having to process what this mare just said, the implications of it all… it made her heart jump a bit in excitement. "Y… you mean this? I… I mean… of course! Don't worry, you'll be perfectly safe, my friend! Just… please, relax, and…"

She purred happily, nuzzling into Withania’s neck for a certain spot. A red, wispy tendril of mist escaped her nostrils, slowly tinting the steamy air about them, casting a very dreamy aura about the pair as Lupine nibbled at her neck.

"I can… do a lot with my powers. Make myself grow our shrink, make ponies fall into a charmed state, as well as… paralyze them. But… I would rather just… have you all to myself, willingly. I… I don't care about forcing others to be my meal. I want them… to enjoy this…"

As of to make a point, her sharp teeth sank into that tender neck. A pinch followed by a gentle, warm wave of delight washed over Withania. The bat mewled as she gently suckled on the wound, hooves rubbing over her friend merrily while both wings wrapped about her possessively…

Withania gasped, her eyes widening on shock as she felt a pair of needles pierce her neck. But as quickly as she tensed up, her muscles relaxed again as a foggy bliss began to circulate in her bloodstream. It stimulated her imagination, washing away her inhibition, her eyes closing half-way as the crimson mist settled over the crown of her head. She could feel the sensation spreading to her extremities, the influence of another, perhaps even strings held by Lupine steadily connecting up to her limbs and muscles.

"Luu… Lupine?" she mumbled, wilting in the embrace of the bat pony. The leathery wings around her supported her limp form, calming her into a sense of complete relaxation. "Aaaahhh, I'll be yours… take me… control me… you feel wonderful, I want to feel more of this, of you…"

Until now she had regarded the smaller mare as seemingly unthreatening - not in a bad way, but not what she sought out in a predator. Withania expected this from bigger ponies and the monstrous. Now all she could think of was folding up into the cute bat pony's embrace, to let her bear over her, to become the small prey and pleasure her partner before becoming part of them.

The demure bat mare, in turn, felt like her whole body was filled with energy, the blood she was slurping up making her energetic as the grip on her friend tightened up. The very thought of keeping this cute mare inside of her made her quiver in delight.

Tendrils of that ethereal mist slowly draped over the pair, Lupine felt herself starting to grow, slowly enveloping the living meal in her warm, powerful embrace as she fondly licked the wound closed. Her eyes started to shimmer as she stared down at Withania, her belly growling softly as she reached down to nibble and slurp over her tasty ears.

"Mmmm… then please… make yourself at home… inside of me, dearie…"

She continued her teasing, her long, soft tongue dragging over each ear - before opening her mouth wide to reveal her warm, quivering maw, inviting the cute, lusting mare.

Withania gazed in awe as the smaller mare suddenly towered over her, Lupine's maw yawning open in her face, revealing a lolling tongue, sharp fangs, and a deep inviting throat.

The earth pony breathed heavily, fighting the urge to lunge into the warm darkness. She leaned in, putting her head inside Lupin's jaws and resting on her tongue, rubbing her flavour into the taste buds - and saliva into her mane. But she wanted more than just a quick swallow, as sorely tempting as it was. Her brain was clouded with lust and desire, the blood mist compulsion to feed herself to Lupine mixing with her own libido.

"P… please, let me please you first," she moaned, reluctantly pulling out, "I want to be your toy as well as your meal…"

With remarkable dexterity she swung her hind leg over the now amazonian-sized mare so that her back was to the predator. She took a deep breath and plunged her muzzle into the water between Lupine's legs, seeking out her pleasure spots, and beginning to lick and nuzzle in earnest, her own rump sicking up comically.

"W-what are you-" Lupine looked puzzled for a brief moment, her meal postponed for the time being. She suddenly squeaked in surprise as she felt a snout and tongue plunge right into her nethers! She moaned softly, her hooves reaching down to prod and rub over Withania's cunny in kind as she watched the earth pony’s nice booty bob cutely before her.

A good playful shove, and she stuffed the whole snout, and a lot of the Withania’s head, right into her own hot fleshy folds, letting Withania suck and nuzzle to her heart's content. Fueled by both blood and lust, the huge bat mare slowly pushed her little toy in, before slipping it back out like some makeshift dildo.

Withania moans loudly, her body reverberating as her head was enveloped by the soft pulsating embrace of Lupine's passage. She licked up as much of the giant mare's fluids as she could before a tug on her body dragged her back out again. She took a gasp and automatically readied herself for another plunge as Lupine played with her food - while her own nethers twitched and trembled with anticipation. She didn’t have much chance to speak, but her muffled squeaks and moans are evident enough of her enjoyment.

After a minute or two of steady rhythm, Withania felt her predator tensing up, her flower ready for release, and as the earth pony's muzzle was pressed against Lupine's sopping folds again, she gave the engorged clit the slightest of nibbles using just her lips. The effect is immediate.

The much larger mare groans hotly, biting her lip as she starts to rocked and thrusted herself into her toy. She could barely take anymore of this lewd pleasure, her body quivering from arousal, but when Withania nibbled on her tender pearl, she squealed loudly, her wings shooting out as her whole body clenched up. The earth mare was treated to a torrent of sweet, hot juices, flooding her face and some of it spilling into the green waters. After a good moment of riding out that orgasmic wave, she slowly fell limp in the bath, purring loudly as she draged her eager little treat to the surface. "M-Mmmm… dinner… and eating out? Y-you… know how to treat… me good!"

She giggled weakly, still recovering from that lovely orgasm, but her belly was already growling, begging to be filled to replace those lost juices. "So… what do you say? Ready to be… mine?"

Withania hangs in Lupine's hooves, top half covered in spring water and bat pony juice, bottom half soaked in her own excitement, legs crossed and biting her lower lip.

"Y-yes!" she stammered, staring wide eyed at Lupine's ravenous teeth, "I want to be in your belly, I want to melt into goop, I want to become pudge on your hips!"

The mini-giantess opens her mouth wide again, her eager breath washing over an even more eager pony, and closes her lips over Withania's head, sucking gently on her flavour.

Withania reached Lupine's neck with her forelegs and gently rubbed, relaxing the muscles and encouraging more saliva to bathe her head.

Lupine was all too happy to stuff her maw with that tasty pony, sucking up the slightly herbal mare and those sweet juices. The massages made her mouth water even more, soaking Withania with that warm spit, bathing her as she found herself getting tugged by the entrance of a hot, undulating gullet. Deft hooves pushed more of her treat into her greedy mouth, fangs dragging over her back, letting blood trickle slightly from the nibbles as she turned around her dinner.

The combination of Lupine's hooves on her rump and the ripples of her throat pulled the bulk of Withania's body into her salivating mouth. The earth pony moaned loudly as she felt the fangs scratch her back, the exposed blood turning into mist as Lupine's strange magic further clouded her prey.

Once Withania's head lodged in the top of the esophagus, the throat sealed around her and steady waves dragged her deeper, the sound and light of the outside world diminishing in a series of sucking mouthfuls and wet gulps. A dominating heartbeat sounded in her flattened ears, quickened by her host's own exhilaration, and Withania felt her own release come, juices pooling from her swollen pussy as the rest of her body was claimed by Lupine's gullet.

Lupine mewled to herself, feeling the sudden gush of mare juices pool in her mouth, feeling only the hind hooves and flanks on her tongue. With a bit of gusto, and a tilt of her head, she gulped down the last of Withania, juices and all, sending the lovely little mare careening down her gullet, sealing her lips as she savored the remnants of those erotic flavors. Hooves now resting on her belly, she rubbed herself, feeling Withania slowly spill into that warm, moist chamber where the scent of sex and blood mingled with the sweet aromas of fruits and wine.

Withania’s ears were filled with the sound of gurgling, the splashing of water outside, and the content purring of her hot predator, who was already rocking back and forth gently, caressing her willing dinner. "MMmm… you were… so filling, my dear. Are you… alright in there, lovely? You… need anything?" She giggles softly, rubbing at the lumps in her tummy, kneading and massaging her friend inside.

Withania took gulps of thick air as she came down from her high, inhaling a cocktail of fumes from inside Lupine's stomach. She was up to her chest in a fruit salad of the bat mare's feasting, and felt like the centrepiece of the banquet.

Wallowing in a sweet smelling sludge, Withania allowed herself to be slowly pressed and squashed about in her new spongy home, rubbing herself against the soft walls of Lupine's belly.

"Ooooh," Withania moaned, hearing Lupine's voice surrounding her and reverberating through her body, "The only thing I need is to melt… melt into a blob of fruity pony pulp and be absorbed into your wonderful body… I hope I make your flanks even more beautiful…"

The deceptively warm and pleasant soup she bathed in was beginning to work into her joints and muscles, softening her stocky form so that Lupin's external kneading pressed into her body as if it were cookie dough, her legs getting squashed into the barrel of her torso and her forelegs, bending as she tried to hug the pulsing walls. The pale fruit mix was darkening to green as her body became part of it, and the earth pony could feel her form spreading out.

Now that her meal was getting nice and softened up, Lupine was more than eager to knead and churn away the rest of this cute mare. She let out a loud, uncouth burp, blushing a bit as she felt her belly rumble some more, but now it was slowly flattening again, save for the layer of pudge being added to her flanks, gut - and just a little on her cheeks too! Aided by the warm, mineral waters and her unnatural metabolism, she was quick to gurgle away the rest of Withania, a playful mood coming over her. She slowly sat upright, her eyes glinting a faint red, as she suddenly exhaled sharply.

A thick, almost solid cloud of crimson mist formed in front of her, seemingly formless at first, but then a mote of red appeared in the center. The mist slowly coalesces into a ball, forming the shape of a pony. The unconscious mare started to grow and regain her form, soul still intact - now in a new body that was mostly the same as before save for a new leathery set of bat wings and cute little fangs to boot! Lupine giggles as she slowly shrank back down herself, her magic finally leveling off as she pulled the now sleeping Withania into her arms, purring happily as she let her friend snuggle sleepily against her pudgy body.

"W… wake up, dear…"

Withania floated in a sea of darkness, her senses spreading out until she felt conformed to a shape of curves and limbs, not entirely awake or aware, but conscious of a gentle and loving warmth holding her close.

As this began to fade, her mind was drawn to a new point, and the process seemed to reverse, her form concentrating into a single point until finally she felt contained within a new body, one that was once again pulled down by gravity into the lap of the only constant left in her memory, Lupine.

She slowly opened her eyes, the bright light from the windows now seemingly harsh, where it had one been welcoming. The bat mare looked down at her kindly, now back to her original size, albeit considerably more rosy in the cheeks.

Withania twisted slightly, her muzzle pressing into the new pudge about Lupine's body.

"Thats… me?" she murmured, feeling the soft padding cushion against her nose. She felt weights behind her shoulders, and looking down her back she saw leathery bat wings attached to herself. They haphazardly opened half-way, but she didn't really know what to do with them. "What am I?"

She looked to Lupine for answers, not frightened, but alive with curiosity.

The bat mare murred in delight, finally having another friend that can experience what she felt! Lupine gave Withania a good gentle squeeze, nuzzling into those newly formed wings. "Well… there are… parts of you… all in me. But… don't worry, I… let you out. As… w-well… as somepony like me. A Child of Luna."

She giggled to herself, happy to feel the warmth of a now kindred spirit against her own bodice. She then started to lick over those wings, grooming them for Withania, making the mare feel ticklish. "Now… what do… you think? I'm… sure you have… so many questions!"

"Aaah!" exclaimed Withania as Lupine's nibbles went straight to her new sensitive spots, causing her wings to jump open fully. Where she had spent her life as a heavy earth pony, she suddenly felt light - the steam from the spring waters pressing against underside of her wings. She moved them up and down experimentally, feeling her considerably lighter weight lift slightly under their motion.

"They're beautiful," she said, turning around to face Lupine again and throwing her forelegs around Lupine and kissing her all over her warm face, "Will I stay this way? I mean, I like being an earth pony, but this feels so different… Do I have to stay in during the day now? What about you- do you get any part of me?"

"Weell…" Lupine giggled again, as she watched the mare experiment with her new form. "It's… uncomfortable to be out in the sun, but not… deadly, or even overly painful. Just… stay inside for now. You feel a lot better under the moon. Also… you can change back, you just need some… Lupine plants. Those purple flowers grown in… clusters. Just eat some to… change back. And… ehehe, I do feel… some of your… earth pony magic in me."

As if to make a point, she easily hoists Withania over her head, hooves propping up the mare by her sides. "Mmmm… I could just… eat you all up, again! But… well, let's… save that for later!"

"Well I have at least a few days away before I planned on heading home,” thought Withania aloud, “So I could definitely stay like this for a while… and as for later… well I think you've found out enough about me to make up your own mind on how I'd happily spend that time…"