Author's Note

I have lots of commission slots open. If you've read this far, consider it. I need food to stay alive.

Chapter 4

Canterlot water treatment facility, a place where all the water in the whole city was recycled and purified, syphoned off from the river that flowed through the middle of the city and eventually became the waterfall that cascaded from the edge of it.

Before the ponies had discovered how to purify water many of them had died from disease and parasites, but that had been hundreds of years ago and mist ponies had forgotten just how much of a privilege clean water was.

A small squad of changelings slowly moved up to the factory, moving in through one of the side doors so as to not raise any unneeded suspicion. They were currently disguised as a squad of inspectors to further add to their stealth capabilities.

After breaking into the facility, they split into two groups. One of the groups went to deal with whatever weak security and other defences this place might have, as well as taking out the other workers.

The other group went straight to the outlet, carrying a canister on their back that they were going to dump in the water. Naturally as they stormed into outlet room, the two maintenance engineers were both surprised and confused at the surprise inspection they had not accidentally been warned about.

They both jumped to their hooves, the stallion pulling his hard hat into the proper position so that the brim covered his eyes, then pulled on his safety goggles to protect those.

The female was already wearing all the correct safety gear, and begin using a wrench to tighten several bolts hat were already as tight as they would go, whistling in an inconspicuous fashion to herself.

“Surprise inspection,” The first changeling explained simply, trotting over to them “Please show us your water safety and pressurised vessel certificates.” He said simply.

The two engineers looked to each other, then scrambled off to the office to find the cards that had come with their qualifications. While this happened, one of the stallions emptied the green gunk from the canister into the water supply, quickly climbing down as the two engineers came back and explained that they would have to send them via mail.

The first changeling shook his head, tutting softly as he threateningly drew a duck on his clipboard, making it look as if he was crossing something out on a check list.

One of the changelings spotted the first engineers coffee mug, giving a smirk as he emptied the coffee from it and dunked it into the outlet, passing it to the stallion who tentatively grabbed it in his magic, looking confused as to what was happening.

“If you are not happy drinking the water this place pumps out, why would any of the other ponies want to drink it?” The third changeling asked, all three of them sharing looks with each other.

With that argument in place, and not wanting to piss off the inspectors further, he downed the water, giving a big grin to show how not horrible it tasted.

The inspector happily drew a baby duck to go with the mommy duck, then drew smiley faces on them both.
“Well done, you all passed.” The first stated, and with that, they moved out of the room and back towards the hive, leaving the engineers stood there and very confused about what the fuck had just happened.

The other group of changelings was not even needed, as it turned out that the security was really terrible considering how vital clean water was to Equestria. No matter, they would learn the grave error they had made in a few days.

The maintenance engineer that they had left behind was very freaked out by the strange events that had just unfolded, but he was not in the mood to question such things. He was feeling really ill from the shitty water he had just drank, knowing full well that some parts of the treatment process had failed. He was in the middle of thinking about fixing them when the surprise inspection had taken place.

After doing the bare minimum of work he could without getting his plot fired, he decided that he was going to call it a day.
“Take my punch card and punch me out when you leave.” He said, passing the card to the mare that he worked with. She gave a lazy half nod, then pulled another doughnut from the box she had already eaten far too many from. “Sure, whatever. But you owe me tomorrow Torque.”

He sighed, then gave a nod. “Whatever, I might not be coming in tomorrow, I feel like shit.”
With that, he moved out of the control room and begin the long walk home.

His home was more of a hovel, if he was being honest, it consisted of a mattress, a kitchen, and a small closed off toilet, all crammed into one tiny flat right on the edge of the city, away from where the rich people lived.

You might think that with his job, he would be able to get himself a better place then this, but Canterlot was the most expensive place to live, being right next to the Princess and all.

He moved into his tiny bathroom and opened his medical cabinet. He felt really wobbly, so his first thought was to check his temperature. It came up several degrees higher then normal, and he gave a soft curse. This was work off for the next few days unless he fixed it.

He took several drugs, and even a pain killer, and they seemed to help slightly. The poor stallion naturally wanted to crawl into bed and sleep at this point, but he realized that he had forgotten lunch, and his body was screaming out for food.

Giving a sigh, he moved into the kitchen, tossing his hard hat and high vis jacket into a corner, trying to ignore the fact that they were both caked in sweat. He pulled a bag of pasta out, then dumped the whole thing into the biggest pan he had.

The fever from the illness was really fucking with his perception of just about everything, and time passed in a really strange way. Soon the pasta was done, and he wolfed it all down. Then he wolfed down the various other dried goods his home contained, giving up on cooking them after the second set and just eating them raw.

Still hungry. He tore open his fridge, devouring everything inside. He did not even take notice of what he was eating any more, he just emptied it all into his mouth as fast as he could.

Still hungry. He gave an annoyed grumble, rubbing at his slightly distended belly. He did not have anything else to eat. He was tore from these thoughts when there was a sudden knock at his door.

Giving a grumble, he moved over and pulled it open, staring at the mare from work. What was her name again? He should have known it, but he did not really care, all he knew was that he was hungry and that the light hurt.

Before she could get a good luck at him, he backed into the room and curled up on his bed, briefly looking up to the clock and discovering with shock that six hours had passed since he had arrived home.

The mare looked nervously around his small hovel, then placed a basket down. “I-I… Brought you some soup and… Other things. I got worried, be-because you never normally pull sick days...” As the mare spoke, her voice seemed to become more and more concerned, staring at him in horror.

“Celestia. What the fuck happened to you?” She asked, stepping closer slowly “You… We need to get you to the hospital right now!”

She moved over to the light switch, but he groaned “Don’t, light… Light hurts.” He explained, only making her further widen her eyes in horror. She slowly stepped over to him, then stuck out her hoof. “Come on, you need a doctor.”

He stared up at the red mare that had been his working companion for most of his life, her brown eyes filled with concern and the beginning of tears. She really was worried about him.

Torque did not know what made him do it, but he grabbed her hoof rather suddenly, pinning her down beneath his fat form before she could fully react. Rather then scream, she took the option of slapping him in the side of the face.

His skin peeled away in her hoof, revealing black chitin beneath. Now this, did make her scream. But before she could get any volume from it, his mouth was pressed roughly against hers, and he was vomiting some of the food he had just consumed down her throat.

She was in a blind panic, and her hooves tore at his body frantically, trying to pull herself away. This led to more and more of his skin peeling away, exposing more black chitin beneath as he growled in annoyance.

He pulled away from the kiss, and she had a chance to scream. She went to do so, but her own body betrayed her when she vomited all over the mattress. Her head was then forced down into the sick as the stallion that had once been her friend climbed onto her back, intent on raping her.

The fat pudge of his belly smushed into her back, and she gave another attempt at a scream that was silenced by the mattress. It was clear that this was no longer her friend, his flesh had fully peeled away now, revealing a gross approximation of a changeling drone beneath.

She no longer felt bad about defending herself now, and begin to frantically buck and kick at him. Surprisingly, the chitin around his underside was not fully hardened yet, and her hoof sank through it like it was made out of butter, squelching wetly into some foulness hidden beneath.

Her other hoof did even more damage, smashing next to the first hoof and sinking deep enough to cause a strange red and green goop that tingled softly to poor out of the hole, coating her hind legs and drizzling down to her flank, making her scream even louder.

She did not know what the goo was, but she definitely did not want to be touching it. She attempted to pull her limbs free, but they were both stuck, and with them, so was she.

With this realisation, she also realized that she had not bothered the creature in the slightest, and it even seemed to be enjoying her struggles.

Something foul wrapped around her hind legs, and she looked back to see a pair of tendrils made out of flesh and organs wrapped tight around them, slowly attempting to pull her in.

The stallion above her gave a number of happy grumbles as she begin to struggle and thrash harder, finally managing to get off a scream that the flat ignored, the stallion lying down to silence her screams with the fat of his belly.

She had to be dreaming, there was no way that the universe could let anything this foul live, but as she was pulled further and further into the hole, she realized that this was not a dream, and that she was going to die.

Her back legs bunched up behind her, and she begin to sob and whimper, her face pressed firmly into the matress which still stank of her friends musk. She could feel the squishy surface of his belly pressing firmly into the back of her head, sloshing slightly as she was tugged along.

She was half way in now, her rear end tingling terribly, and she was wishing desperately to wake up, but knew it would not happen. Her hooves frantically dug into the soft surface below, trying to drag her back out, but it was as hopeless as she was.

With a final whimper, all that remained outside was her face and hooves. The hole had already begin to close up behind her, too tight now for her to drag the rest of her body back out. She knew that she was doomed, and all she could do was sob and hope it would be over quickly.

The tentacles stroking her body suddenly pulled taunt, and she was pulled inside, bunched up inside and pressed firmly against the fleshy walls that seemed to squeeze and pulse with life.

The monster that had once been her friend decided that now was a good time to roll onto his back, and she was forced to watch as the hole she had come into slowly closed, the dim light of the room slowly being sealed off, and with it, any chance she might have had of escaping.

She really wished that that light had not come in, because now she knew what fate awaited her. Her rear hooves were wrapped in the fleshy tentacles, which had now stabbed painlessly into her legs, and were fusing her to the foul body of this thing.

Another stream of vomit poured from her mouth and splattered into the tight confines of the tiny space she was jammed into, taking away the stench of flesh and replacing it with bile.

She could feel the strange off green flesh slowly climbing up her legs, and she needed desperately to distract herself from it. So in her darkest hour, she turned to the memories of her life. Things she had done, things she had wanted to do, and things she regretted.

It provided no comfort in the dammed place however, and she soon broke down into hysterical sobbing, cursing Celestia, cursing Luna. With all hope and other sources of comfort gone, she turned to the one thing that could at least make this bearable, and her sanity shattered like sugar glass, sending her plummeting into the comforting abyss of madness, her hysterical sobs turning into hysterical laughter.

It did not help against the flesh that was slowly climbing up her body however, and seen it was wrapping its way over her face. Her laughter was cut off, and the last of her was covered by the strange flesh.

Now she could feel her body softening, further joining into the foul creature that had consumed her, being repurposed and reused as was needed to better serve its needs.

She felt a hoof gently stroking her, helping her break down. By this point, she wished for little more then death… And then everything went black. Fate was not so kind to her however, and soon she found her eyes opening again.

Had it really all been some kind of horrific nightmare? But no, she was back in the flat, but there was no sign of the creature. She felt herself stand up, but no longer had control of her body. She tried to turn her head, and with considerable effort she managed to do so, staring down at a pair of black chitin hooves that were not her own.

Turning her head to the side, she came face to face with the creature that had consumed her, and in a moment of blind panic she frantically tried to struggle away from it.

She… She was not scared however. No matter how much she might want to panic, she did not posses the capacity to do so. The creature bent down, flicking the lid on a basket and filling the air with the aromas of soup.

Suddenly, she understood the only thing she needed to understand. She was hungry, and she needed to make others like her.
Thoughts of her old life melted away, and she focused on the only thing that mattered, eating, trying to fill the cavernous hole that was her belly.