Change: the minds

by Septia

Rating: mature
Tags: Alternate Universe, Changelings, Porn, Fetish, Non-consensual, Big Macintosh, Cheerilee, Applejack, My Little Pony: Friendship is Magic, Dark
Length: 3545

Cheerilee is captured by gutmaw and encased in a changeling cocoon to be transformed and corrupted into a useful asset to the hive.

(Kink information and guide available in the full description.)

This is your warning~.

With the hive's tendrils have drilled into many minds, crawling just underneath the structured society. There is, however, one aspect the hive still needs, and will look to fill in the gaps from the blissfully unaware population above.

This is the fourth story in the Change series, tied to the event: Change, is in July.
Information about the event and links to all stories can be found on the Eka's portal profile.
This is the last week of the event, thank you to all.

May the changes that come ahead be prosperous.

I wrote this story as a commission for :iconanonymous:.

Proofreader for this story was Evvy, who is available for proofreading on the discord tag Evvy#8875, many thanks to them.

[Quick guide:

Dedication and effort, Mig Bac entrance, soft vore gullet maw with female prey.

After 1st: Cocoon encasement, teasing, slime, Changelings discussing. Corruption, hypnosis through suggestion.

After 2nd: Transformation, continued corruption, grotesque tf, cerebral, realisation.

After 3rd: Epilogue, concluded transformation, Leecheri's future missions. ]

[Condenced Kinks:
3rd person Brain Tf Changeling Goo cheerilee Corruption encasement Female Prey Feral hive Hypnosis Identity Death Leecheri Male My Little Pony Non Consensual Non Fatal onomatopoeia Oral Vore Same Size Soft Vore stomach vore taunting TF Unwilling ]

[Legend:

Cent: short term for centimetre.]

Available for writing Commissions.

I do not own the characters: Rarity, Applejack, Big mac, Cheerilee or the other ponies.

Published 2018-07-28 01:20:01 UTC
Last updated 2018-07-28 01:20:01 UTC

Change: the minds

Seeds of the Future

Written by Septia.

“Haawwmnff,” Cheerilee yawned. The symbols on her paperwork were beginning to fade together in the sparse evening sunbeams. “Where does the time fly off to?” she asked the empty classroom with a smile while she packed up the curriculum and activity plan for the day. Perhaps she had stayed on too many late nights at the schoolhouse, but this was an important time in her little fillies’ and colts’ lives, all entrusted in her care. She glanced over the forms and schedules as if she held the whole class in her hooves.

“I will make sure that each and every one of you will blossom.”

A knock on the window – with the force of a brick against concrete – broke her concentration. However, she recognised the sound.

“Mac-ie? Is that you out there? This sure is a surprise, wouldn't the extra farm-work from Applejack's absence postpone our plans?”

A huff came as a response.

“Oh, you are right snuggly, who is this mare to complain?” she admitted and headed for the door, “There may not be much left of the day, but a little company would be lovely, right?” Cheerilee asked, her expression turning pale at the last word.

In front of the mare stood a stallion of monolithic stature, eyes bathed in a chemical green, muzzle sharp with stalactites of chitin, worn ragged under his jawline.

“Yes…,” he huffed out his breath and tone like lead, leaving Cheerilee to withdraw… right into another pony's grasp.

“Can't blame ‘em for being straight forward, can ya?

In the hum of the voice Cheerilee made out traces of Applejack's voice.

“A-applejack? W-who is that, w-what is this?”

“Ooh,” the mare holding her from behind mused, “sayin' ya don't recognise him?”

The teacher watched the stallion near, staring at her.

“B-… big Mac?”

The stallion huffed. “Cheerilee. Join.” his words passed his lips like milled gravel, raising on his back-hooves to expose his black barrel. -Kkrlrtch- A clack of chitin vibrated as the crevices in the abdomen cropped up in zig-zags over his torso, dividing it into two sides, which drooped of a translucent gel whilst the fractures broadened, separating like tectonic plates.

Cheerilee shook like a dry leaf, witnessing the belly crack open into a gape, lined on both sides with fangs of onyx bone, caked and dripping in vines of the viscous fluids making up the internal membrane in front of her, its texture not glistening in the reflection of the light, but in its own radiance. A verdant mist whisped through the air from the monster's maw.

“This'll be easier would you cooperate,” the voice behind Cheerilee instructed as it tightened their grasp on the teacher, “but this'll be a hoot whichever way you slice it.”

Cheerilee was shovelled forwards, hooves flailing and a scream pouring free before she was crammed into the bowels of the beast.

“Aahawrmgmpgh, mmgprhg,” her muffled groans saw no end, yelps echoing in the abdomen as she scraped against the jagged fangs, gunk slathering over her from every which way, drenching her in a sheet of mucus as the changeling scoffed her into the depths. Her torso was incentivised to remain still past the grip of the sharp extremities, churns of goo accompanying the teacher mare as her flanks were hoisted past the hem of the hunk's hold -Gllrrshs- -Sshrllsght-. The hooves shuffling her inside were precise and sturdy, treating her as lightly and disposably as they would a bale of hay. Outside, her body sunk into the stallion's abdomen, ballooning his torso’s sides with her body, lumps and bulges from her head and hooves morphing over its surface whilst her legs flailed on the outside.

“Wemmomf, wmmfn wmnoo ooh mnoo,” She shouted with phlegm clogging her throat, squealing and crying as the muscles clasped her shut in the moist membrane, guzzling down her rear hooves with the grumbles and smacks of a filly sinking into a swamp, only for the stomach to seal up, smothering the mare's cries of fright, -Kktnhc- and severing her tail. The pink bundle of tail fluff landed on the wooden floor beneath the stallion as he reclined to all fours, gut distending and gurgling with the frantic thrashing of the mare.

Ablejack plucked up the tail, baring her fangs before scoffing it into her maw, cheeks bulging around the floor, corroding it in her saliva as she snacked up the evidence.

“Keep 'er steady, Mig Bac, all we gotta be worried about now, is getting her done.”

~ 1 ~

The world swirled with colours and sparkles, like a melange of kindergarteners' art projects, the primary colours being algae, emerald, and cyan. Cheerilee's eyes grew accustomed to the maelstrom, yes the clearer the world became, the more evident it became that the hues of green were not an illusion.

“She is coming to,” a voice confirmed outside.

“But she has a long way to go yet, darlings:” Another stemmed in.

Cheerilee saw shapes appearing before her, reflections on a lake muddled by a storm. She reached out to them, her hoof stopping at something solid, as her motor-skills settled in. She felt her way through her surroundings, always stopped half a hoof-length away. She opened her mouth, and through it felt a wave of slime barge in.

Cheerilee laid suspended on the floor of the former carousel boutique, suspended in a pod ribbed like a grub's exterior, jam-packed with mucus. She slammed the walls of the pupa, calling out with bubbles foaming from her cries.

“Hrrewwlloofllp,” fuelled by the panic of drowning, this sense soon left her, as she screamed and breathed the slime.

“You wouldn't want that,” Regularity instructed, brushing over the cocoon, the membrane reacting to her touch and forming a tail of cyan in the wake of her hoof. The cyan streak swelled with air, forming a bubble in the slime.

Cheerily lurched for it, but as her muzzle dove into the ball of oxygen, she felt her lungs shrivel into dried prunes.

“Phhaal, pllath,” she coughed, reclining back into the mire of bile.

“Your new lungs would asphyxiate you after a few moments in the clear air,” Regularity added, “besides, I have woven the cocoon myself. Of course, I did have some help from that squeaky little white filly.”

Cheerilee's eyes opened wide. She pressed herself to the bendable skin of her cell, trying to see through the turbid film.

“S-sherleewtie bheoorl?” She bubbled out.

“Ah reckon as much, fine job,” the other voice commended.

“Ohoho, the hive deserves no less than the best, glad everyone can contribute, even the filly, my, I simply cannot get her off of my back.”

Cheerilee quivered, frantically staring through the sheen of green, unable to properly make them out. What did they mean? Was sweetie Belle here? How had changelings come to Ponyville? One figure left her vision, and two more cyan patches inflated as the other placed their hooves on her pod.

“You are makin' a ruckus, if you keep at it then you might burst, and that'd be awfully selfish of ya, depriving the hive of a useful subject.” The cocoon began to roll back and forth, Cheerilee kept suspended in its center like a leaf in a spinning pot, but she felt the torque of mucus dragging over and through her. The buckles of azure formed around the outside mare's hooves reached down to her legs, clasping from each side, bringing them closer together.

“W-hourltth shhs, haorpnning?” Cheerilee squealed, cyan sandwiching her rear legs, sculpted by the mare outside. The only response she got was a tingle, a prick in her hooves that sparked up to a pyre and crashed through the veins in her legs. She coughed out from the pain, gullet clotting with bile even worse than the time at the jelly eating competition.

“Yeah, that hive is mighty, I sure know it, makes ya wanna scream.”

Cheerilee trembled, feeling the bulges move down on her again, clenching her teeth to steel herself from the ache as she slammed her front hooves every which way.

“Wsshhatllrop.” It ensnared her legs again, the prickle built up and shot through her body, but on its path crept a sense of relief.

“All those thoughts clouding your mind, distracting from effort and endurance, plain unnecessary. In the hive, you know what to do, everyling does,” they narrated, kneaded, and shoved on the cocoon.

'Hive?' Cheerilee thought to herself, quivering.

“Stop thisl, rhhouglt nwnowhg,” Cheerilee demanded, hitting the husk of her cocoon, only for it to turn cyan. Even if it was nowhere near her lips, she felt the air leaving her lungs. She reclined, whole form quivering. If she broke out, she really wouldn't survive. While her mind spun on possibilities and plans to escape the hold, it all just gave time for the toxins and morphing agents in the slime to submerge her further into their abyss. Each clench and smush the mare outside compressed at her legs sent quivers through her nervous system, sowing pleasant stimulations for the next jolt to harvest. In her mind the word 'hive' echoed, embedded in each pour of enjoyment brought upon her like waves hitting the shore, repetition drilling it into her mind. 'hive, hive, hive, hive'. She scrambled in the pod, grunting and heaving, her mind split between repressing the stings through her body, muffling the chorus in her head, and controlling herself as to not breach containment.

“You seem like a mare who wants the best for everyone, how're ya think ya can do that while bein' so selfish?”

Those word burrowed through the mental barriers she was constructing, nestling into her eardrums and crawling into the nooks and crannies of her mental landscape. She did want to protect and nurture and learn. Hive. But it wasn't right, it couldn’t be. She told herself again and again, casting doubt in every direction, turning her gaze away from the outside, inwards to herself. That is when she saw it. Her vision tilted to her lower half. There, purple humps jutted out from her, what had been her legs, melded together with a coat of organic rubber clasping them together, matching her coat… because it had been her coat. It looked like she had tried to stuff both hooves into one sock, but it wouldn't stop there. She let out a cry, bubbles of goop trailing from her maw as she stared on the stump mangling together, kneaded like dough under the pressure the other pony imposed on her. Her flesh warped, forged into a cone shape from her hips down, the skin swallowing around her legs as the surrounding goop seeped its way through, pumping into her legs, swelling them out and congealing into a bulb. Patterns of dusky mauve stretched out over the mass of flesh, separating the segments bulbing into shape, morphing into the tail of a grub.

As Cheerilee stared, her mind went blank, aside from the rhythm pumping inside, hive, hive, hive. Each breath of slime she inhaled nurtured the chemical and magical compounds flushed inside her, seeds in her mind blooming into tendrils, wedging their way into her thoughts, frying circuits and hormone repositories in her moment of weakness. The more she glared, the more her perception of the larva appendages altered.

“Donguth, Wougla, bhoe, sheolfish,” she mumbled out in the mess, the tendrils serpentining their way into the cogs of her cognition, clogging her conscious and corroding cohesion.

“Aught to stop trying ta speak like that, you won't need lips in the hive mind,” Ablejack ensured with a snicker, feeling her pulse drum at the prospect of presenting more gifts for the hive, for more to see the truth.

“Wh-whoouy?” she asked, dampened by her cocoon of slime, the mare above caressing the cocoon, with a grin etching into her cheeks like a sadistic statue.

“To rid ya of all those fancy commodities, too much conscious in there, clouding yer care. You do care, don't cha?”

Images of her class flashed before the teacher's eyes, and many classes before them, all attentive, listening, cooperating.

“Yey-hyyyeesss.” When there was so much wrong in the minds perception that it no longer had anything right to measure it with, who could tell the difference between enjoyment or displeasure, of free will or obedience, or what was abominable, and what wasn't?

~ 2 ~

Cheerilee struggled by instinct, but mumbled hive, colony, and care in a way one spoke of a beloved child. Twitches and recoils trembled through her form as the sensations licked their way up over her thighs, cutie mark lifted up as the flesh inflated, assimilated into the texture of the her grub half. The mare had left her to stew in the goo. Prolonged exposure to the gunk pickled her, mane fermenting into the preservatives, leaving the mare without a hair on her body: Cheerilee's skin swelled soggily with moisture. When another shadow fell upon her, Cheerilee's eyes had adulated her irises, their ivy hue bleeding into her eye whites, as she tried to focus.

'Who?' she asked in her mind, no longer speaking.

'Friend.' came the response.

It calmed her. Even as hooves bent the cocoon's exteriors, squishing her down, rolling her back and forth like a lump of cookie batter, her coat had melted into her, and her body bent and buckled like putty, becoming all the more pliable as she was kneaded back and forth. The voices were calming, yet wrong, reminding her of the time she drank fermented cider. Though, her memories were fleeting.

'Hurts, losing,” she thought. The one outside heard her. Their grip was firm. -Spslllgsh- She watched as the cyan mark in the exterior bore down, farther than before, compressing over where her hips had been. The malleable texture of her form split without effort, tethers of goo stuck to each half of her, tying her together despite being severed. It didn't hurt, in fact, it was a relief. Less mass she had to focus her mind on upholding. The grub half was guided upwards, around to her back, pushed together, where the molten mass glued together with her back, its tip ending at her shoulder-blades. The tip of her larva form extended roughly one and a half hoof-lengths from her severed pelvis, but it was weightless, not needing thought, not needing effort. She could focus it elsewhere. Cheerilee smacked her lips, eye lazy in a bored expression. Blobs of flesh from her lips weaved together, forming a web of doughy glue in her maw, the clustered web growing with each smack, until it was bound shut. Her lips bonded together into a mask, gagging her, melting with a patch of soot erupting on her muzzle, spreading like ink in water over her head, churning it into a tar-black rubber, calcifying into polished carapace.

'Free'.

She heard the voice in her mind again, buzzing, humming to her. Her hooves twitched, a fragment of her essence spoke against it, rallying her conscious. This granted her focus. -Spgllrrhhtk- focus, to absorb the sensations of her neck and head ruptured.

Even so, what she experienced was a change of climate, chills crawling down her spine. -Krlrltschgt- The back of her head was mushed, peeled open like the skin of a fruit, flabs of flesh fluttering free, streamers of jerky absorbed again into her malleable flesh. Emerging from the crater, in the shower of flesh and crumpled shards of bone, laid a bundle of pink, grey and green tubes, all clobbered together into a single organ with clefts and furrows forming a labyrinth over its surface… The mare's cerebrum floated with her like a pickled prune.

'Cold.' she thought into the aether.

'Wait,' the aether responded.

It was all connected, grey matter to cerebellum, cerebellum to brainstem, brain stem connecting down her neck. As her brain floated outside the boundaries of her body, the changeling outside showed care, guiding her through the processes. The fatty tissue pulsated, beating like a heart, each undulation dispatching red saturation from the coils, leaving glowing shades of jade in its place. Down along the mare's back, her sinew malformed, distending into an oblong lump, running from her neck down to her stumped end of a torso. -Skkspgtch- Rifts opened on the clay flesh, splaying open around the length of vertebrata sliding outside. The mare's spine surfaced through her flesh as from a lake of molten butter, from there becoming engulfed into the larval abdomen glued to her back.

Cheerilee's limbs seized, twitching, slumped like a puppet as the larval tail swallowed up every vertebra she had left. Its top extended, billowing upwards with mass sculpted onto it from the surrounding flesh and gunk, clinging onto her brain. The membrane crawled along the grey matter, wrapping over her parietal lobe, casting its bile-like structure to seep into the trenches of her conscious, sprawling upwards to mould closed, devouring her frontal lobe in the padded clutches of her caterpillar-structured backside.

'Friends.' Was the first thought of the reborn. Her mind adjusted, pulsating, new tendrils forming through the divots, contorting her cerebrum with new brain mass. The world was growing clearer for her, senses returned, but were left null. Nerves were redrawn and threaded through her form, eyes from her emptied cranial husk glaring out into the depths of emptiness.

'The hive welcomes you, all of your friends, welcome you.'

An urge blossomed forth, silencing the sliver of dough that kept her sane, the slop running through her veins pulsating with need. In front of her, for her mind’s eyes, she saw her class once more. But this time, there were not just 16 odd colts and fillies, there were hundreds, an untold number of younglings. Every day new ones were birthed into being without knowing a speck of the real world. All eager to learn, to blossom from the knowledge she could share with them. For the gift she could offer to the hive.

'Bring me in, bring me to the hive, I belong to the hive, with my students,' Cheerilee thought in the back of her mind, something was aware of what this meant; that she had uttered her last words. That part of her did not last long. A tremor burrowed through her mind, gathering in her spine and shooting out to the husk of a patchwork pony, reanimating her, half-head staring upwards, trembling with a shower coursing through every particle of her being, shouts in thousands of voices.

'Welcome'

'Welcome home'.

'Join us'.

'Come home'.

'Wonderful'.

'You finally did it'.

All were praising her, showering her with joy in volumes her previous body would be unable to sustain. In this praise, her slate was wiped clean, the pony she had been was purged under the bulk of the collective hive mind cheering her on, imbuing gratification in every new cell of her being.

After a minute of spasms, the pony fell limp. Yet, her mind still undulated, adjusting to its body, rewriting synapses as the surrounding mucus went to repair her frame, melding her husk back to the convulsing grub body, – that had grown from her own flesh – washing her eyes in clear jade green, and morphing purple into black carapace, spreading over her diluted skin like brushstrokes of paint. All as the stallion watched over her, remaining loyal by her side.

~ 3 ~

-Brkgllssg- The cocoon was punctured by Mig Bac's horn, leaking out its stored bile, drooping over the boutique's floor and melting in with the slime already present. Two charcoal-colored, holed hooves emerged, dragging the body out through the rend, and peaked upwards. Most of its form consisted of pulsating, gelatinous larval membrane, stodgy and plump like an obese snake, a steady base for the onyx carapace on its front, where a muzzle at the top still jutted outwards, a disfigured mould of the pony's previous expression, yet with an air of her former charm and beauty, contrasting with the remaining body. Her visually pleasing tone was only enhanced further. Suspended in the larval body was the former pony's brain. But now, its center had bloated and contorted, her parietal lobe distended over a hoof long, tendrils and vines of green arteries coursing and pulsating like moss over the grooves and furrows. From the side, the brain could be confused for a green tinted mane. She slithered up in the pose of a python, half a carapace-torso, a pair of hooves, and a head on a massive grub's body. Three changelings stood before her. She looked to them, then to her hooves. She attempted to speak, only to fumble over her muzzle, still bonded shut and polished black. She closed her eyes.

'Friends,' she thought, tapping into the communal mind for communication, nodding to each of the changelings, 'you need tell me nothing, I see it, I feel the hive. How I wish to stay on your crusade…' she paused, turning her attention to the stallion, the one who had been by her side, her monolith. He came up to her, and their muzzle's touched… her brain thumped with activity.

“However, I have students to tutor. Bring me to them, bring me to the hive… bring me home.”