Thingy's Halloween

by chucklefarts

Rating: teen
Tags: Comedy, Cutie Mark Crusaders, Horror, Anon, Slice of Life, My Little Pony: Friendship is Magic, Human, Roseluck, Original Character
Length: 9006

Thingpone finds Nightmare Night to be the perfect excuse to abuse her shapeshifting abilities to scare unsuspecting ponies. An exasperated Anon tries to keep her in check.

Nightmare night is the only time of the year where it is socially acceptable to scare poor helpless ponies out of their wits. Thingpone is determined to scare and troll at least a few of them with her horrifying and monstrous shapeshifting abilities. Anon tries to keep her from doing anything too scary but he seems to be helplessly carried along for the ride.

Fun short story I wrote a while back for a Thingpone thread. Started as a simple greentext as a response to the drawing shown in the cover image but it quickly became something more. Chapter 0 is the original greentext. Drawing is by Le Chat.

Published 2019-04-25 06:10:01 UTC
Last updated 2019-04-25 06:10:01 UTC

Chapter 1

Anon casually waked down the streets of Ponyville and a hulking monster trailed behind him.

After Pip's compliment and complete lack of fear, Thing decided to step it up a notch. Her new body was still a mass of curling tentacles but the monster's ‘face’ was somehow more terrifying than before. The face looked like a grotesque flower. It consisted of rows upon rows of razor sharp teeth kind of like petals surrounding a hole which must have been it's throat. Three slowly writhing tendril-like tongues emerged from the throat, constantly curling and shifting. Around the outer edge of this flower like structure of teeth, throat, and tongue was a row of stalks arranged circularly around the outer edge of teeth. Small beady eyes were on the tips of the stalks, turning and wriggling occasionally to look at different things, always watching.

The creature did not move in any conventional way. It moved smoothly like a wraith behind Anon and stayed within the shadows whenever possible. Most of the ponies were at the haunted corn maze meaning the streets were almost deserted and in the dim light the monster moved stealthily. It propelled itself forward by sprouting and growing tentacles ahead of itself and retracting the tentacles behind back into itself, making wet slithering noises as it did. It was kind of like the treads of a tank but much more disturbing and organic. The growing and shrinking of the tentacles made slimy, wet sounds as the biomass was shifted away from the shrinking tentacles behind to the growing tentacles in the front.

"Let's try this house first, Thing."

The monster only hissed in response.

Anon stared back at her with a raised eyebrow.

"I think you may be getting too into this monster role, Thingy."

The monster hissed louder and it's large curling tentacles started writhing menacingly at Anon. Saliva started sliming down the rows of teeth to drip to the floor in front of Anon.

Anon sighed.

"Lets just get this over with."

Anon knocked on a door and Roseluck answered and opened the door, a pail full of candy held by a handle in her mouth. Bright light blasted into the night and Anon was illuminated brightly. The monster behind him lurked in the shadows. The contrast between Anon’s brightness and the shadows was too much for the pony to see anything past Anon’s tall frame.

“Trick or treat!”

“Oh, hey Anon! Still not too old for trick or treating? Where is that foul-mouthed ponyfriend of yours?” She looked around but only saw shadows.

She lowered her voice a little. “To be honest Anon, I would ditch her if I were you, she is always so rude to me whenever I see her.”

Anon nervously shifted his weight. “Oh, uh, she’s around.”

“Well, I’m sorry for prying but if you ever need a fillyfriend...” She smiled at Anon, turned around and bent down to bring her face down to the pail of candy inside the doorway, wriggling her plot and mare-parts clearly in anon’s direction perhaps a bit more seductively then was absolutely necessary. She emerged with a few pieces of candy clutched between her teeth and gave anon a big wink as she dropped his candy into his bucket. She started to go back inside.

Anon felt a small dribble of saliva drip on his ear. He gulped. A tentacle clutching a pumpkin shaped pail emerged from the shadows over Anon’s shoulder, stretching in front of Anon. Anon nervously cleared his throat. Rose stopped and started to turn around.

“I think you forgot somepony.”

Anon gestured at the pumpkin shaped pail. Rose looked confused and blinked rapidly as she tried to identify what she was seeing, a pumpkin pail with a tentacle emerging from the shadows supporting it. The blinking rapidly sped up her night vision and she made out something that looked like a huge white flower in the shadows. It slowly emerged, rows of teeth became sharply defined out of the shadows and into the light, countless eyes on top of wiggling eye stalks, and three tendril-tongues writhing out of a maw surrounded by teeth. Roseluck’s eyes got larger... and larger. Saliva dripped off of the rows of teeth. Roseluck opened her mouth and gasped in a big breath, her chest expanded as the air filled them.

“AIIIIIIIEEEEEEEEEEEEEE!!!”

Roseluck shrieked like a banshee. She scurried backwards and tried to close the door. Tentacles exploded forward filling the space around Anon. The door burst open and Rose was flung backwards. Roseluck saw Anon’s hand reach towards her but it was pulled back to be sucked into the mass and watched as Anon drowned in the tentacles, swallowed to be never seen again. The mass of tentacles reached towards her like a river rapidly curling towards her, she scooted back hysterically screaming with every breath she could take. Suddenly, she felt the wall behind her and could scoot backwards no more, she was cornered. She closed her eyes very tightly, surrendering herself to the unstoppable river of tentacles.

All was silent. Roseluck was curled in a fetal position on the floor. Roseluck sat up slightly and cracked open her eyes, a smiling pumpkin bucket filled her vision. She slowly looked up to see the familiar tentacle curled around the handle holding the pumpkin in front of her face. The pumpkin rose revealing a white flower of teeth, tendril-tongues, and eye tipped stalks. Behind the flower were countless shifting, curling tentacles filling the hallway. A gurgling sound emerged from the throat where the tendril tongues originated.

A deep voice emanated from the throat. It was so deep it could have come from the earth. “YOU WILL GIVE ME YOUR CANDY OR YOU WILL GIVE ME YOUR SOUL.”

Rose glanced down next to her where the candy was strewn across the floor.

“T-Take it! Take it all!”

The tentacles rapidly extended towards her and started curling around her.

“N-Not my soul!!! Th-The candy!!!”

The tentacles slowly and slimily retracted, making sure to touch and slide around her fur in a disturbing way making her shiver. The tendril-tongues rapidly picked up the candies and placed them in the pumpkin-bucket.

“I ACCEPT YOUR TRIBUTE,” said the rumbling voice. “YOU ARE FORGIVEN FOR YOUR SINS. DO NOT TRY TO TEMPT ANON AGAIN WITH YOUR HEATHEN GYRATIONS-“ The voice suddenly cracked, raising at least five octaves to sound strangely like Anon’s rude fillyfriend. “-you filthy fucking slut!“

The grotesque flower-teeth-maw suddenly retreated with the tentacles, they retracted towards the door sliding around the corner of the door frame outside in all directions, right, left and up. The eyes on the stalks of the grotesque maw were all staring at her as it retreated and raised upwards around the upper frame of the door and outside into the darkness.

Chapter 3

“Alright, how about this. You and me meet up with some foals as they are about to enter the maze and go in with them. I’ll shapeshift into my cute little pony body like I usually do and we pretend like everything's normal. While that happens, the rest of my biomass will be waiting with some surprises for everypony.”

Anon and Thing were on the roof of the building opposite to Roseluck’s house. Thing was little more than a shifting mass of tentacles, a cross between what looked like a plant and an octopus with huge tree trunk sized tentacles and her more normal looking pony head growing out of one of the smaller tentacles. It seemed that she had little use for a face except as an interface to talk and look at least somewhat like a normal organism for the sake of Anon’s sanity.

“I’m just worried about exactly what you are planning. I mean they are just foals. I’m not sure if you have ever experienced this before but foals are very impressionable and they can be mentally scarred at a young age. Perhaps you should not show them anything too violent or goreish. It might scare them a little too badly.”

Thing rolled her eyes at anon. “Oh, alright. I’ll be kind to the precious, pure, little, cute, fragile foals.~” Thing’s voice warbled as she mocked Anon with pursed lips and rotated her head upside down as she mocked the foals and Anon’s softness towards them. She even placed the tip of a tentacle on her forehead in a mocking fainting gesture.

“You can scare them but just don’t scar them for life. Are you ready?”

“Yeah, just gimme a second here.”

The tentacle neck that supported Thing’s face began to bulge and stretch. Squelching biomass squeezed its way into the tentacle and caused it to convulse and become engorged. Slimy gurgling and crackling could be heard inside of the shifting sack of a tentacle. Finally the grotesque bulging mass of meaty tentacle began to disgorge Amber’s face. A circular fleshy lip began to form around the circumference of Amber’s neck. It resembled the lips of a leech or perhaps the stretching flesh of a vaginal canal. The opening stretched and more of Amber’s neck slid out. The opening stretched further and Amber’s shoulders and forelegs followed. Amber was drenched in slime that lubricated her exit from the organic sphincter that spat her out.

Finally, Amber was completely ejected from the tentacle, completely soaked in slimy fluids, but there was something wrong. Amber looked like a marionette puppet with all of the strings broken. Her legs were in all the wrong angles and her torso was twisted slightly. A groaning noise came from Amber and her limbs began to twitch and stretch. Her forelegs were upside down, the shoulder joints had not fully formed yet, but the powerful and flexible alien muscles allowed the limb to move in spite of the improper skeletal structure and cartilage. Thing stretched her improperly oriented legs and stood up in a grotesque fashion, her body bending and twisting in strange ways to support itself. Her torso was upside down and her spine curled in on itself as she luxuriously stretched her parody of a pony body. Her belly and rib cage prominently jutted upwards as Thing performed her grotesque backbend. Her neck too was upside down but that didn’t stop her head from twisting rightside up to grin at Anon.

“So… Is that how you are going to scare the foals? I have to admit, you do look like a rather grotesque contortionist I suppose.”

Bones jutted out at her shoulders at strange angles.

“Nah, I’m just stretching. It feels kinda good actually.” With that, thing rolled her neck and the vertebrae popped. Her joints to popped together as the bones began to properly solidify. She pushed off the ground with her mutated forelegs and stood on her hind legs. Her spine uncurled itself and her forelegs cracked into their proper place as her head rotated 180 degrees to its proper place, she set down her forelegs into the proper position and stood upright like a normal unmutated pony.

“Aww, I guess I have to blend in again. Ah well, at least I got to make you wince a little. It’s getting harder to creep you out. My old tricks just don’t work anymore!” Thing giggled.

Anon just raised an eyebrow. “I think bodily mutations have ceased to phase me since I met you. Now, what is...” Anon gestured to the biomass still slithering in the corner like the horrifying vine patch that it was. “...Your, um, biomass going to be doing while we go to the maze?”

The mass of huge tentacles reached out with two tentacles. “That is for me to know!” One of the tentacles gestured at Amber while the other reached out to boop Anon. Anon ducked, he had seen this coming from a mile away. Instead the huge tentacle wrapped itself around Anon and picked him up off the roof, pinning his arms down next to him. “And for you to find out!” Anon was physically unable to dodge the boop as the tentacle held him in place while the tip curled around to firmly poke his nose.

Anon, frustrated at the inevitable boop at the tentacles of the eldritch abomination bit the tentacle booping him and growled almost like a dog. Amber laughed uproariously as the other huge tentacle wrapped around her barrel and picked her up as well.

“Rawr! Fistey!”

Thing’s tentacular biomass gripped Anon and Thing’s Amber flesh puppet and hefted them off the side of the roof to gently place them on the ground.

Anon briefly rubbed his nose. “Do you really have to boop my nose every time?”

Thing pouted mockingly at Anon. “But that’s how I show my love to you, Nonykins!”

Anon rolled his eyes but a smile subtly twitched on his mouth. “Alright, ready to scare some foals? You better enjoy it, this is the only time of year when it is socially acceptable to scare little children. I’m sure you’ll enjoy it. You do it all the time to me.”

Thing grinned through Amber, Amber’s eyes became slightly more slitted like cat’s eyes and her teeth were sharp. Her smile split her cheeks apart just slightly. “Oh, I’m sure I’ll enjoy it, Anon.”

Above, the huge tentacle monster began to shift. It slithered rapidly, mimicking the motions of an octopus. Despite its size it barely made a sound and it changed its color like a chameleon so that it could disappear into the darkness of the roofs of Ponyville. When the slithering biomass had to bridge a gap, it would amorphously squeeze its biomass into the tentacle reaching across to the other roof so that it could quickly shift its center of mass across the gap. The thinner tentacles where the biomass was drained from were easily hefted across to the other roof and reached ahead, the biomass would then rapidly transfer from the larger tentacle into the smaller. This way, Thing’s large biomass propelled itself quickly across the roof with amorphously shrinking and expanding tentacles for very efficient movement.

When Thing’s biomass reached the edge of town it began to slither through the tree branches. This time the tentacles began slithering like snakes, rapidly splitting from the main mass and reforming on the other side, branching and merging extremely quickly as they slid through the branches like a hundred black snakes. The biomass continued this way in the trees, stalking Anon and Amber. Thing’s biomass was controlled from a central hivemind, allowing her to efficiently control her two bodies. Finally they reached the Maze. The biomass spouted a few eyes and perched them on top of the tips of two tentacles to observe.

Anon and Amber were at the maze entrance, Anon was talking to the Cutie Mark Crusaders. Amber turned her head and instantly made direct eye contact with the observing eye tendrils. Amber smiled with malicious intent directly at the biomass. Her face returned to its original state and turned back to face Anon and the crusaders. All was going according to plan.

Applebloom stared skeptically at Anon and Amber. “So, ya’ll want to join us in the maze because Anon is scared? But, he’s huge! How can he be afraid of anything?”

Amber smirked at Applebloom. “Aw, he’s just a big softie.” Amber elbowed Anon in the leg with her foreleg. She looked up at Anon and squinted at him, a queue to play along. “Right, Anon?”

Anon absentmindedly scratched his nose and looked down at Amber. One look at Amber’s severe look and Anon’s eyes widened. “Er, yup. I’m Anon, large towering human, afraid of haunted children’s corn mazes.”

Thing rolled her eyes and almost groaned. She sprouted a tentacle out the back of her barrel behind Anon and waited. Somewhere in the distance inside the maze, a faint *boo!* was heard and she grabbed the back of Anon’s neck with her hidden appendage. Anon yelped and spasmed slightly, a few foals giggled in the distance at their surprise scare.

“See? He gets jumpy at the smallest things!”

Applebloom still looked skeptical, it seemed that some of Applejack’s truth detection had rubbed off on her.

Scootaloo had had enough. “Ugh! Come on, Applebloom! Just let them come already! I want to see the maze!”

Applebloom squinted one last time at Anon and Thing. Anon looked nervous and Amber looked like she was enjoying herself for some reason.

“Ah guess Anon really is just scared. Alright, come along Anon. We’ll protect you!”

The three foals suddenly looked at each other excitedly. It was as if they had read each other’s minds. “CUTIE MARK CRUSADERS ANON PROTECTORS YAY!” They all raised their forelegs and clopped their hooves together.

Anon did not look so enthusiastic, he placed a hand on his brow in a mock faint. “Oh dearie me, I’m a damsel in distress, somepony sav- EEK!” Thing had given Anon another hard pinch with her tentacle in the back of Anon’s neck.

The crusaders looked back at Anon to see what was the matter.

“Oh, he’s fine! Just a little startled, you know how he is, scared and all. Let’s get going! You three should go first. We’ll follow and I’ll comfort poor Nonymous back here.”

Sweetie spoke up. “Don’t worry, Anon! We’ll let you know if anything scary is coming up!”

Anon rubbed the back of his neck and angrily stared down at Thingpone. Thing looked up at him and snickered mockingly.

Anon just sighed dramatically and continued walking behind the crusaders.

Thing’s biomass slithered in the tree silently above as they entered the maze.

Chapter 4

A hundred, black fleshy tendrils curled around countless branches of a tree overlooking a corn maze. It looked like a cross between spaghetti and a colony of worms, constantly moving and shifting and clinging to the bare branches of a tree in autumn. Within the mass of moving muscles, two were completely still. They carried eyes with strange corneas that changed shape. The moonlight briefly poked through the clouds and for a few moments the alien could be clearly seen in the tree.

The Thing suddenly decided to slither down the trunk of the tree. Hundreds of featureless black, alien snakes slid against each other as they slid down the trunk of the tree and across the ground into the field of corn. They rapidly slid through the forest of corn stalks until a filly’s voice could be heard.

“Where are we? I knew you didn’t know where you were going, Scootaloo!” said Applebloom.

All of the snakes suddenly stopped moving in perfect sync. They were close.

“Did you hear that? I think I saw a snake!” exclaimed Sweetie.

Looks like I got a bit too close. Thing thought in her hivemind. Thing had a devious plan. Now that she had her slivering biomass oriented to the group’s location she could set up her prank. If all went well, she would give the foals a scare but more importantly, she would scare the living daylights out of Anon.

“BOO!”

The foals giggled and Anon stifled a yawn. Another pony had jumped from around the corner, this time dressed as a zombie with full face paint. The zombie moaned and started shambling towards the foals with one foreleg outstretched.

“Haaaaaannnnndddssss……”

The zombie turned and began limping towards Anon.

Anon narrowed his eyes, “Aw, hell no! Not this again!”

Anon backed up and swatted at Lyra as she approached but lyra reared up on her hind legs and put her forehooves on anon’s belly in an effort to reach his hands.

“Shoo! Shoo!” Anon held his hands out of heach.

Lyra giggled. “Aww, come on! Let me see them up close!”

“No, I only work during the hours of nine to two and you have to pay for massages like everyone else!” Anon clutched his hands to his chest. The last time he had let her examine his hands, she had placed them in her mouth. Hooves were not exactly the best for feeling things.

“Okay…” Lyra winked up at Anon. “Maybe next time big boy!”

Lyra grinned and waved goodbye as she set up shop for the next group.

Amber snickered at Lyra and Anon’s antics. “I think she likes you, Anon! You think she’ll let me assimilate her if I promise to turn her into a human?”

Anon sighed, “Wouldn’t put it past her.”

The foals moved on. Out of the corner of the maze came something strange looking. At first it looked like a giant ant and it moved like one too, in fact it hissed and screeched. The insect had its limbs spread apart and an insectoid face with antennae but at a closer inspection it was not an insect. The crusaders were fooled for about half a second before they saw right through the trick.

“Wow! Neat trick, Blossomforth! I don’t think anypony in Ponyville could do it as well as you can!” Sweetie said.

A muffled feminine voice emanated from the supposed insect.

“Awww! Saw through it that quickly, did you?”

Now that the crusaders had pointed it out, it was easy to see what was happening. Blossomforth, the local contortionist and yoga expert, was doing a deep backbend bridge stretch where her torso was upside down. Her head was upside down but her mask was made specifically so that she could wear it rightside up when she herself was upside down. Her spine was curled in a deep arch with her stomach and rib cage jutting upwards. This allowed her to stand in an inverted position with her knees and elbows facing away from her body instead of the normally inward facing knees and elbows. Her shoulders and plot were facing inwards instead of the usual outwards position. She also spread her forelegs and hind legs apart so that she could walk in an insect-like manner with her elbows and knees facing outwards like insect limbs would.

“Wasn’t I at least a little scary? Some other fillies and colts fell for it.”

Sweetie spoke up, “You had me there for a second but I have worked with too many costumes with Rarity to not see through it. I think you may have scared Scootaloo a little though.”

“Hey, I was not scared for a second!”

Blossomforth began walking slowly towards the crusaders, her forelegs in a wide stance and changed her voice playfully. “Hisssss! I’m a big spider, and I’m gonna to eat ya!”

The fillies laughed at Blossomforth’s contorted performance.

Amber edged up to Anon and whispered, “I can do that much better than she can!”

Anon looked down at her and raised an eyebrow. “It’s not as impressive with you, you’re cheating.”

Thing pouted back at Anon. “Hmph!”

She resolved to make him scream like a girl.

Thing’s flesh twisted and flexed propelling itself on the floor of the farm. The perfect spot was ahead, a clearing deserted from the rest of the maze. The slithering snakes of tentacles piled together in the middle of the clearing, curling against each other. Soon the flesh began to melt and stick together. Thing thought of her purpose and imagined her shape.

The flesh was amorphous and without form, ready to be mutated into the proper shape. It twisted together, it crystallized, creaked and cracked as it formed a hardened, shell. An advanced exoskeleton substance, a genetic structure Thing’s race had stored in her mind. The bone was light yet very strong. In fact it was strong enough to support the weight of a giant insect. She merged the organs and abilities from a great number of organisms to create her flesh into an abomination. She should not exist in this world, her biology was miles ahead of what existed here and her creations she transformed into had abilities that made her into a monster. Something that could easily outrun the fastest cheetah, could jump thirty feet into the air, and was stronger and more nimble than any organism its size.

Her new body looked somewhat like a huge spider, as large as a shed. Her body had most of the traits of one. Each of her legs was hairy but beneath the exoskeleton were advanced muscles, designs of which were harvested from an ancient race. Her entire body had hair growing from it. Her maw had fangs that could crush a boulder. Despite her huge size, she was very light, in fact she had wings that could make her huge body hover. The silk in her glands was stronger than titanium and the adhesive it was covered in was sticky enough to trap a manticore. The venom in her was strong enough to knock out a dragon. Her long spindly legs dexterous enough to tie a knot.

Finally, Thing was ready. She imagined her shape, her organs, her genetic code. Her body’s advanced mechanisms laced and fused the genetic code of many different organisms into one. Then it began. Her legs began growing out of her flesh, rapidly sprouting outwards like grass and solidifying. The legs flexed and twitched. The large mound was picked up by the legs and hefted from the ground. The main body itself was still mutating, solidifying into a sternum. The abdomen usually found on an insect was completely gone. Thing had no use for digestion or a circulatory system. Her face sprouted into existence, eight beady eyes, and a maw with powerful crushing fangs cracked and fused together, drool dripping from its maw. Finally the alien had finished its grotesque transformation. It’s new body and advanced mechanisms, billions upon billions of years of evolution honed for one purpose.

To scare the living hell out of Anon.

Chapter 5

Amber, Anon and the CMC all walked through the maze. It seemed like the maze was almost over.

“Are we there yet?” Asked Scootaloo.

“I dunno, are we?” Anon looked back at Amber annoyedly, he knew she was planning something. Amber smiled back at him with a somewhat evil looking smile. He had known her to subtly shapeshift different parts of her face depending on her mood like her eyes. The wide toothy grin he was given was full of sharp pointy teeth had no place on an herbivorous pony, her stare was a leer that hinted at a predatory and playful mischievousness. He hated it when she got that look. He knew that he would have to be extra careful, she loved her jump scare-

“Hey look!” Applebloom interrupted his thoughts. “I think it’s the end of the maze!” Anon had been looking over his shoulder at Amber and snapped his head back to the front. Unfortunately, the rapid snapping of his head caused him to become slightly off balance as he ran face first into something springy and sticky. His stomach dropped as momentum caused him to press further into the mysterious springy net that had abruptly decelerated him. He felt himself bounce backwards and prepared himself to fall on his ass but the net seemed to have stuck to him preventing him from falling backwards or from moving much at all. For the first time since he entered the maze, Anon was scared. What in the world was this invisible silk that had so effectively immobilized him?

Scootaloo turned around to look at Anon. From her point of view, he was standing upright. “Anon? Are you coming? Don’t tell me you’re scared of the exit. There aren’t any more ponies to scare you over here, it’s really the end!”

“MMPH!” Anon couldn’t even talk properly, his lips were stuck, the silk’s adhesive was extremely powerful.

“Just relax, Anon. Don’t be scared. It’s all part of the plan.” Amber whispered from behind him. She was on her hind legs with her forehooves on his back, whispering into his ear from behind. This only resulted in Anon becoming more afraid. Suddenly he put two and two together. There wasn’t any silk stuck to his knees or shins, Just tall enough so that the CMC would walk right under it. Anon began to struggle but the silk was incredibly strong and sticky. Very different from the easily breakable cobwebs. Of course. Thing would be using some sort of ridiculously advanced form of spider silk that her ancestors had assimilated in a planet far far away.

“Hey, girls! Come over here, I think that Anon might be stuck!” said Amber.

The crusaders galloped over. “Really?” said Sweetie. “I don’t see anything that would cause him to be stuck.” She lit up her horn and the glowing light revealed the web of silk that Anon was stuck upon. She gasped.

“Woah.”

“You girls didn’t get caught because you are short enough to just walk right under it.” said Amber.

“But what is this stuff?” Applebloom took a close look at the threads in the air. “Usually spider webs are fragile, but this one caught Anon!”

“I heard that there are large spiders deep in the Everfree,” Amber said. “They need larger prey so their silk is more sticky and strong to allow them to catch and eat larger prey. We need to get Anon unstuck from this web before the spider comes back and eats him! Help me pull, girls!”

The cutie mark crusaders looked horrified at her explanation but quickly grabbed on to Anon’s legs to try and help Amber pull him free of the spider web.

“One, two, three!” yelled Amber. They all pulled but suddenly the humongous upside-down face of a giant hairy spider appeared in front of Anon’s face, he saw it through the silk he was stuck to. The spider had huge fiddling mandibles and many beady black eyes. Anon’s heart stopped, his horror increased as he turned his eyes upwards to see the spider’s long legs clinging to the web and its huge abdomen behind it. The mandibles opened revealing a fleshy interior.

“SKREEEEEEEEEEE”

The hissing screech was horrifying. Spittle flung into Anon’s face as the spider screeched. The spider’s head swiveled sharply like a praying mantis to look at the fillies and Amber.

“Run!” Amber yelled.

The monster spider began to rapidly climb down its web. Despite its huge size, the spider moved quickly much like spiders that were tiny in comparison. It’s long legs made quick whipping noises as they quickly moved through the air. Common sense said that a larger creature would have to move more slowly than a tiny creature but this monster defied logic and common sense. Amber and the fillies backed away as the spider rapidly crawled under the bottom edge of the web and up to their side of the web, clinging vertically to its web while crouching on top of Anon’s trapped body. The spiders back four legs clung to the web while the front four legs grabbed Anon’s four limbs with pincers on the tips of its legs.

Anon struggled but the spider was vastly stronger, quickly beginning to wrap him in a cocoon of silk that was excreted from the back of its abdomen. All throughout this process the spider stared at the CMC and Amber with uncaring, soulless eyes.

“Thing?!? That’s enou-!” The silk wrapped over Anon’s mouth, he was briefly able to talk when the spider ripped him off of the sticky webbing but he was quickly silenced once more.
“We gotta do something!” cried Applebloom. “Anon is gonna get eaten!”

Thing put on a show using her Amber body. She looked brave with a hint of fear in her face. “Look, I’ll distract the spider and save Anon. You three need to run, you’re only fillies and you won’t stand a chance against it! You’ll only get caught. Hurry, go!”

“But-”

“Go! I don’t have time!”

The spider suddenly pounced from its perch, jumping the length of forty feet from the web to tackle Amber. Anon was cocooned and stuck to the web behind. The spider rapidly skittered past Amber to reach for the fillies only to be pulled back by what was apparently Amber’s magical earthpony strength.

“Go! You’ll only get in the way!”

The tussle continued. Thing put on a show, making it seem like Amber had the advantage over the spider due to her earth pony magic. The CMC reluctantly retreated seeing that Amber would probably win, they ran back into the maze. In reality, Thing had designed the spider to be very powerful, flexible, and agile. It had organic genetic designs from her home galaxy more advanced than anything in Equestria. It allowed the monster to move in a very frightening way and quicker than what would seem possible.

Once the CMC had left, Thing quickly stopped hitting herself. The spider picked up Amber with its pincers and climbed up to where Anon was cocooned. The spider cut and peeled away the silk from Anon’s face with its pincers.

Anon spat and blew away the spider silk from his eyes. He was still stuck vertically to the spider web. “Oh thank god, what the hell were you think- OH DEAR GOD WHY?”

Anon opened his eyes to see the spider eating Amber whole.

Amber rolled her eyes as the bottom half of her body was being swallowed. “Oh relax, Anon. I’m just merging back into one body. Do you realize how difficult it is to control two bodies at the same time without establishing the correct hivemind architecture? I was kind of in a rush when I did this and didn’t implement it correctly. Plus, I get to freak you out! Great, huh?” Amber smiled as the giant spider mandibles closed around her face and forced the skull down its flexible esophagus.

Anon watched in mild disgust as he saw Amber’s body slide down its throat and into its stomach. Suddenly, the spider’s head began to transform. The exoskeleton began to change texture, becoming more like a bone and less like an insectoid exoskeleton. Red gooish flesh began to leak from the cracks forming in the exoskeleton and the living goo spread over the surface of its face. The bone underneath continued to morph until it began to resemble a pony skull. The eight eyes merged into two sockets and skin grew on top of the gooish flesh. Finally hair and mane grew out of the skin and Amber soon looked like her old self… Except for the rest of her body which was still in the form of a monstrous spider.

Amber smiled adorably at Anon. But then she burped much more loudly than a small feminine pony was capable of doing. “Oops, excuse me! I’m still digesting myself down there!” She giggled. “Soooo, while I have you here all wrapped up, what did you think of my prank?” She fiddled with her front spider legs as she somewhat nervously waited for Anon’s opinion.

Anon sighed and his eyes took on a helpless kind of acceptance. “Well, you certainly succeeded in scaring me, but wasn’t that a little too much for the fillies?”

Amber rolled her eyes and stuck her tongue out which slid out of her mouth like a snake and licked Anon on the nose in a retaliatory booping. “Oh, they’ll be fine! I made it seem like the spider was losing so they won’t be too worried, plus I can just reform my pony body and we can say we defeated the spider together! Imagine: ‘Just as Amber was losing hope and the spider was about to wrap her in its silk, Anon breaks free of the web and bashes the spider’s head in with a rock from behind!’ Wooo hoo!” Amber smiled and she raised her front spider legs in a cheer. “Plus, if anyone else asks, we’ll just tell them that the fillies have an overactive imagination for one of the maze’s scares, right? We’ll catch up to them soon enough, there’s no way they are getting all the way though that maze before we go to the exit.”

Anon sighed once more and rolled his eyes while he blew a stray piece of silk out of his eyes. “Alright, alright. You have a point. Now, you think you can cut me down from here? I know you like to tease me and show me just how much more biologically superior to me you are but I think you have had your fun. It’s starting to get uncomfortable.”

Anon grinned in an embarrassed and pleading sort of way, he was quite vulnerable before the eldritch abomination. Amber blushed slightly at the praise. She liked it when he admitted that she was biologically superior, it was flattery to the alpha predator. “Oh Anon, you’re so cute when you’re helpless. We’re all alone and there’s no one here to save you or stop me from teasing you. Why don’t I have a little more fun before it’s over?”

The cuteness was almost uncharacteristic. She always tried to give Anon a hard time, teasing and toying with him endlessly, but here in the privacy of the maze and with Anon in such a vulnerable position, Thing showed another side of her that rarely surfaced. Thing nuzzled her pony muzzle into Anon’s nose and slipped her long tongue into Anon’s mouth before she closed the distance with her lips and gently caressed Anon’s cheeks and head with four spidery legs.

“Girls.” Scootaloo was panting. She had been running for the past few minutes.

“Girls!” Scootaloo shouted. “I *gasp* need *gasp* to talk *gasp*”

“What is it Scoots?” Applebloom was breathing deeply but her earth pony stamina seemed to have made her more resilient.

“I think we should go back.”

The two other fillies looked at Scootaloo as if she had grown a horn.

“Are you crazy?” shouted Sweetie. “We’ll get trapped in that spider web too! Besides, I think Amber has it covered.”

“But what if she doesn’t? We can’t just leave her there! If she loses she’ll get eaten!” Scootaloo groaned. “Look, you two get through the maze and try to get some help. I’ll go back and help Amber. Time’s wasting, every second is a second she could be getting eaten. Hurry, go!”

“No, Scootaloo.” Said sweetie. “We’re coming with you. If you want to go back and help Amber then we are coming too.”

“But-”

Applebloom put a hoof to Scootaloo’s mouth. “No buts, Scoots. We’re coming.”

Scootaloo teared up. “Thanks, girls.”

Amber released Anon from her kiss and hugged his head close to her face and hairy spider body with her legs.

“I love you, Anon. One of these days, before you die I’m going to assimilate you. You know that, right? I’m not going to let you die. We’ll be equals, I’ll trust you completely and you’ll have access to all of me and my, no, OUR hivemind. Maybe you don’t want to today but one day I’m sure you’ll see the light.”

Anon was a bit speechless. He stuttered. “I-I don’t know what to-”

“Oh no! The spider is about to eat Anon!” cried Scootaloo.

“The plan, Scoot, the plan!” yelled Sweetie.
“It’s too late, we need to help-”

Scootaloo stood dumbstruck as she saw Amber’s face swivel to face her, perched on top of the monstrous spider body. The spider was crouched on top of Anon with its abdomen facing down and Amber’s pony head on top with its legs grasping Anon’s exposed head. Amber looked surprised and fearful.

“Uh, oh.” Amber muttered.

Thing scuttled her spider body rapidly around on the vertical web and hung upside down with her head on the bottom but still high above, looking down at the CMC nervously.

Scootaloo looked horrified. “Amber! What’s happening, are you being eaten? I’m sorry I couldn’t get here in time!”

Scootaloo began to cry. She had failed.

“Wait! Don’t cry! Uhm, ah.” Amber’s eyes darted back and forth desperately. “Yes! I’m not Amber! I’m the face stealing creature Koh! I stole Amber’s face but I’ll give it back to her if you solve a riddle!”

Anon groaned loudly from his cocoon. “Thing, just tell them the truth. This was not a good prank. It went to far. It’s time for you to own up. You can’t always hide behind your shapeshifting. I think it’s time you put your trust in someone other than me. Besides, who would believe these foals anyway? You really don’t have anything to lose.”

Thing wearing Amber’s face looked flustered. She twitched her legs in a decidedly annoyed and insect like manner. “But- but!” Amber stuttered.

Anon smirked. “Now who’s the vulnerable one?”

Amber’s face screwed up in annoyed frustration but Anon’s logic was sound and she couldn’t argue. “I guess even a biologically superior being like me can’t always have superior logic. You win this time, Anon. Don’t let it get to your head!” She reached out one of her hind spider legs and poked him on the nose with it. Anon rolled his eyes. He was still wrapped in his uncomfortable cocoon.

Thing clung to her web with four legs and raised the other four in a mildly menacing but lecturing posture. “Alright, listen up fillies. I’m who you know as Amber. I’m a shapeshifting alien that decided to bunk with this other alien over here because we were both aliens and I wanted to make him my toy to play with. I am much more biologically advanced than you can possibly comprehend so don’t go telling anyone about me or I’ll come to your bed at night and I’ll eat you! And don’t think you can hide from me! I’m much worse than the monster under your bed! The monster under the bed fears ME! I can slither though the smallest cracks, I can split myself into different parts and control all my bodies at the same time with ease! I can become anyone at any time! You see that fly on the wall while you are in bed? That could be me! I am watching at all times! I am the monster and the only reason I am revealing myself to you is because Anon here guilt tripped me into not assimilating you after my prank went bad! Assimilation? What is that you might ask? I’m glad you asked! I can fuse my body to yours and absorb your very flesh into myself! Are you scared yet? You should be!”

Amber’s neck lengthened as she talked. Biomass from within her spider body slipped into her neck, creating new vertebrae, skin and muscle and her neck lengthened like an anaconda, her face getting closer and closer to the fillies as she talked. For effect she slitted her eyes like a snake or a cat’s and made her teeth sharp and menacing. The fillies were shivering close together in fear at the shapeshifter’s menacing posture, displaying her ability to change her body.

“Amber...” Anon had a warning tone to his voice. Thing winced and sighed. Her eyes and teeth went back to normal. She retracted her neck a little. “Also, I’m sorry for the mean prank.” Amber muttered. “Can we be friends, maybe?”

Thing winced at her own words. The only friend she ever had was Anon. She feared getting close to anyone else. But perhaps she could be friends with these foals with minimal risk.

Amber looked down at these foals, crouched prone with frightened but curious looks on their faces. Their eyes were wide and shimmering, the cuteness was horrible.

“Uhg, I’m sorry for scaring you, ok? Can you forgive me and stop making those faces?”

Scootaloo slowly sat up with wide eyes. “So, you can shapeshift into anything?”

Amber smirked. She loved bragging, it was getting really old bragging about herself to Anon all the time.

“Why yes I can! I can transform my flesh into any biological structure I have assimilated or sufficiently analyzed. I am the most advanced species in my entire home galaxy and probably this galaxy as well. I-”

“Thing, you better cut me down right now or I’m going to get mad.”

FIN

Chapter 0

"Come on, Thing. Don't you think that form is a little too scary, even for Nightmare Night? Think of the foals!"

The grotesque abomination of slimming sliding tentacles towered over anon with a huge face of shifting, flowing flesh. One of the twisting tentacles carried a pumpkin shaped bucket for collecting candy. The huge maw of this intimidating creature opened, splitting it's cheeks as the hole opened. A long, tentacle-like tongue emerged from the gaping opening and curled towards Anon. A skull and flesh grotesquely emerged from the tentacle, forming into Thingpone's familiar face. The face began to talk.

"Fuck you Anon! You know damn well that I do as I please! If I want to scare ponies for fun then that is what I am going to do and you can't stop me!"

"Okay, okay. Just, ugh, just try not to scare them too badly, ok?"

Thingpone smiled evilly at Anon, her head bobbing on the curling tongue that supported it. "Yes, I am going to give ponies nightmares tonight, they will fear me! A-ha-ha-ha-ha!"

Out of no where Little Pip passed by. "Hey, Amber! Nice costume! It looks so realistic!"

"Thanks pip! I made it myself!" She smiled at the little colt.

"No problem! See you around!" Little Pip skipped away merrily twirling his pirate sword and candy bucket into the distance.

Anon tried to hide his snickering and chuckling behind his vampire cloak but it devolved into a full on laugh that he could not stop.

"WHAT THE FUCK ARE YOU LAUGHING AT YOU FUCKING FAGGOT I'LL ASSIMILATE YOU IF YOU DON'T STOP RIGHT NOW GODDAMNIT I WILL NOT BE LAUGHED AT YOU-BLAH BLAH BLAH BLAH!"

Ponyville was in for an interesting night

Chapter 2

Anon was suspended in mid air by a very thick, meaty, muscular tentacle wrapped around his torso, keeping his arms at his sides. Countless stars twinkled above him and the directly below him was the roof of a two story house. From this point of view he could see a large swath of Ponyville laid out before him. The end of the tentacle was in his mouth keeping him from making much noise but annoyingly it seemed to be playfully feeling the inside of his mouth, tracing around his tongue and teeth. Anon struggled slightly against the tentacle keeping him in suspended in mid air but it might have been like struggling against bands of steel. In response to his struggling the muscles in the tentacle rippled against his body and the tip of the tentacle popped out of his mouth to pat him on the head in consolation. Anon only growled discontentedly.

The tentacle that was holding him was very long, thick, and strong, snaking downwards. Anon was a little disgruntled about being jostled and manhandled by a sea of tentacles. Thing had been ‘working’ on her costume by assimilating random animals in the Everfree and repurposing their biomass for her devices. She was quite large now. Anon was more than a little disturbed when he first saw her show off her ‘costume’ to him. He heard a rumbling voice come from below, jeez how much was she planning on scaring poor Rose? He knew that Thing was territorial but this might be taking it a bit too far.

“-you filthy fucking slut!”

Anon rolled his eyes, really? Man, Thingy was horribly petty. He looked down and saw multiple, long, thick trunks of tentacles snake their way onto the roof. They adhered to the thatched roof, growing and utilizing what anon knew were microscopic spider hair follicles to stick to the roof like Spiderman.

The muscles of the thick trunks contracted and heaved the rest of the organic mass up onto the roof. It was hard to describe. It was like a cross between an octopus and a daddy long leg spider but it looked nothing like either. A vaguely spherical main body had all of the thick tentacles originating from it. Most of the tentacles were gripping the roof except for the one holding Anon in the air. Another, smaller tentacle sprouted from the main mass. The end of the tentacle was bulbous on it’s tip and the bulb slowly and grotesquely resolved itself into the form of Thingpone’s head and face.

Anon wasted no time to start complaining. “What the hell was that, Thing? You didn’t have to scare her so-“

The end of the tentacle grabbing him popped itself back into Anon’s mouth.

“MMMMMHHHHH-MMMMHHHHMMM!!!” Anon angrily tried to talk with the tentacle in his mouth.

“Not so loud, Anon or she’ll hear you. We’ll talk when we get to the other roof. You gotta admit though, her reaction was priceless!” Thing looked at Anon smiling widely.

Anon could only stare at her crossly, giving her a withering glare.

“Party pooper.” Thing was still smiling.

One of her tentacles started snaking into the air and started becoming thinner, the organic mass moving away from the end and moving closer to the main body. It resembled more of a tendril now being much thinner than the hulking tentacle it was before. The tentacle turned tendril started to easily snake through the air like a feeler high above, moving across the street. The other house was quite far away maybe 40 yards or more. Its smaller mass allowed it to stretch through the air without support much more easily than its thicker cousins. The tentacles on this side of the roof held on to provide the support for the tendril as it stretched across the long distance. It stretched the length over the street and finally found support on the roof of the other house across the street. Now that it had support, the tendril was a bridge across the street. The tendril started to thicken as the mass in the main body started to shift into it, enlarging and engorging it. It started to look more like a tentacle again and more biomass was pulled from the main body to flow through the thick fleshy trunk bridging across the street.Tentacles on this side of the street shrank and retracted into the main body until they were gone. The tentacle holding Thing’s head shrank until Thing’s head was engulfed by the main body. Biomass pulled over the street pooled into a new main body that expanded and become engorged, new tentacles sprouted from this new main body. The tentacle holding anon was now rooted to the thick bridge of biomass. The root of the tentacle holding anon started to shift, moving along the bridge of flesh. Anon was held high, he looked down to see his feet dangling high above the street. Finally he reached the other side and the tentacle holding him deposited him on the roof, popping its tip out of his mouth. The bridge of flesh started to become thinner as its biomass came to this side of the bridge. Once it became thin enough it detached from the other side of the roof and started to rapidly retract into the main mass. It looked like along piece of spaghetti being slurped into someone’s mouth. Once done, Thing’s smiling face grotesquely emerged from the main mass supported by a tentacle.

“Cool Huh?”

Anon blinked rapidly, scarcely believing what had just happened. He was quite speechless and a bit disturbed.

“Yeeeahh.” Anon shivered slightly. “Did you really have to do that to Rose? That was really mean.”

Thingpone looked a little angry and defensive in her face but Anon knew her strange body language well enough to know that the awkwardly curling tentacles behind her face meant that she felt a little guilty.

“She was trying to seduce you, Anon! That little bitch deserved it!”

Anon sighed. “Yeah, she probably shouldn’t have wagged her plot at me and lifted her tail in just the right angle to blast me with that lewdness but that is still no reason to go all Cthulhu on her! Maybe you don’t know it because you are an alien but mares do that all the time to try and attract mates. It would have been much better if you talked to her as a pony instead of scaring her half to death. I mean, I saw a puddle of urine under her!”

Thingpone rolled her eyes but her tentacles curled around each other guiltily. “Alright, alright. I’ll be nicer to the bitch.”

Suddenly a spark appeared in her eyes and the grin that stretched across her face looked a little too wide for a normal pony to accomplish and a little too diabolical. Anon knew this face. It was never a good sign.

“I know how I can make it up to you Anooooon!” If she was texting a heart would have appeared after. Her tentacles started slithering and fusing into to each other excitedly.

Anon ran a hand through his hair nervously.

“We should toootally go around and scare ponies! I know how you love pranking!” She had a large grin plastered on her face.

Anon stared at her, deadpan. “No Thingy, you’ll just scare the poor ponies too badly.”

“Awwwwwww! Pulllleeeeeaaassse?” As she stretched out her please the tentacle rotated her head until her head was upside down and her eyes were shifted “up” towards her brow, looking at Anon.

Anon knew he could not deny her this, the spark in her eyes looked a little too bright and her toothy grin a little too pleading.

Anon sighed explosively. “Fine! But you have to promise me that you will not cause ponies to cry like you did to Rose!”

Her grin split her face in half and her tentacles became more excited, weaving though each other and fusing through each other more rapidly.

Thing snaked a tentacle around anon’s shoulder. “I think you and me are going to have a lot of fun tonight!”

What had Anon gotten himself into? He did not know, but he did know that Ponyville was in for a crazy night.