Fluttershy felt as though she had passed out for a while - or perhaps she was dreaming, as she couldn’t open her eyes. None of her muscles seemed to be connected to her brain, and she merely existed, a shapeless form with no body to speak of. Around her was warm enclosing walls, not the tightly woven wrapping she had previously felt, but pulsing flesh that jostled and moved around her, distorting her liquid shape. The body she was trapped inside of was large and powerful, but she could feel it move with absolute precision, so much so that her dainty pegasus body seemed like a brick by comparison. A powerful spirit inhabited this body and pressed its will into her, a nesting instinct, create a web of safety, lure in outsiders and trap them. Height was no longer a matter of flying, as such an exercise was difficult and clumsy, but she had many legs which would carry her up a vertical surface with as much ease as if walking down a path.

Beyond these thoughts that wrapped around her like a blanket, Fluttershy heard, or rather felt, the powerful beat of Aranea’s heart. The internal workings of the drider contained the liquid goop of Fluttershy, and slowly it was channeled deeper into the huge body, deep into the abdomen, where she would be recycled. So resourceful was this huge creature, Fluttershy could sense the thoughts around her. She could be absorbed as food, and become a permanent part of this vast being forever. Or she could be churned into liquid white silk, and spun into threads that would become spider web, used for the drider’s home - or to be wrapped around Aranea’s next prey, only to end up being eaten and recycled once more. But instead of these two options, Fluttershy felt herself pooling in a round chamber that squeezed and kneaded her, secreting more fluids that didn’t mix into her own form, but coated the walls. Fluttershy felt herself binding together, solidifying once more in some new way she couldn’t quite understand. She formed into a new body, but as before was constrained, not by webbing, but by a soft barrier around her, a shell. An egg.

Aranea rested with her legs spread out in all directions, feeling her prey-turned-child move through her body, gathering into her womb. She had not felt full from a single pony, however the pressure of an egg forming was much more noticable. She breathed deeply, slow and steady breaths as her body reshaped Fluttershy into a new a beautiful body. She would emerge smaller than Aranea, but given time - and feeding - would grow to be just as large. When the time arrived, her aching pussy on her lower body twitched, her folds pushed open by a large and slightly soft egg emerging. Aranea’s breath quickened, and minutes went by as she slowly eased her creation out inch by inch.

Inside, Fluttershy could sense from the heightened heartbeat and other sounds that something was happening, and suddenly felt a rush of emotion toward her new mother, willing her on. She was starting to make sense of herself now, her forelegs had lengthened like Aranea’s, and her lower body was much larger than before, supporting six slender hind legs tucked up against her more bulbous mass. She still had the taste of her old body burned into her memory, a lasting impression that she felt compelled to try again. Such an experience would surely be enjoyed by other ponies - perhaps even her friends? Would they taste the same, or each have their own unique flavour?

She felt a slight bump accompanied by a long sigh of relief as her spherical home fell free from her mother’s body. Aranea immediately clutched her with several legs, fawning over it and humming tunelessly. Fluttershy probed the wall in front of her, now softly illuminated with light from outside. It was tough, but not solid. Using her newly shaped forehooves to her advantage, she dug in, piercing out of her enclosure. As if a bubble had popped, the loud rush of air outside, wind rustling leaves and the twittering of birds flooded into her safe haven, and she curled up tightly again.

“There there, Fluttershy, I will keep you safe. Come on out and see me again,” said Aranea, her voice resonating against the wall of Fluttershy’s egg.

Fluttershy leaned up to the hole, and with some difficulty poked her head out, squinting in the dappled light of the forest. With more room to move inside the egg, she could push with her front legs, and the soft shell split open around her. She swept her mane out of her face and looked over her shoulder. She felt like she should have been surprised, but somehow she knew what to expect, as if the afternoon spent under Aranea’s influence had changed the way she thought.

Her pony torso smoothly transitioned into the abdomen of a spider, her butter-yellow coat retaining its colour, but flecked with the pinks from her old tail. She stood upon her many legs, which she experimentally moved, finding her coordination. Her lack of wings and tail seemed to free up concentration for her extra legs now, and as if it were programmed into her, she found traversing in her new form quite easy. Her eyesight felt sharper too, not so much in detail, but in field of vision, and the speed at which she spotted and reacted to movements around her.

“Aranea?” she said. She knew the bigger drider was right next to her, but she felt that she had been far away, and only now arrived here again.

“Yes, my dear?”

“I feel wonderful… you were right!”

“Of course. Now you are stronger, you will be able to take care of yourself. Perhaps your friends as well?”

“Yes, my friends have faced a lot of danger and I want to keep them safe.”

“I will let you go to them. Take the time you need, you know where I am, and you can reach me safely as long as you follow the webs.”

Fluttershy wrapped her forelegs around the pony-torso of the bigger Aranea and hugged her tightly. Aranea stroked Fluttershy’s mane tenderly. Their connection ran deeper than water now. Having shared the bond of predator and prey, they were now equals, with Fluttershy lacking her size and experience, but full of her understanding - as well as all of her previous knowledge of wild animals. They parted as Fluttershy scuttled away along the webways of the canopy, somehow knowing where to tread, which threads were sticky and which were load-bearing. Her mind was thinking about her friends. Just like she had been, they were prey also, and now she was a predator. Could she grant the same gift to them as Aranea had to her?

Some were excellently suited, and Fluttershy salivated at the thought of wrapping them up tightly and bonding with them. Then she would devour their pony body. There were so many ways she could do it, not just by liquifying them, she felt big enough to swallow them whole. Her closest friends would be the perfect place to start, they would support her and want to help.

But some ponies would be less suited. They would resist a change like this, or not have the mindset to aid Aranea’s vision. Fluttershy would find other uses for them. She would need a great deal of strength, and that required food for her body, to grow big and strong like Aranea. She would also need strong prey to make strong silk with. They would understand this need, she was certain. Even if Aranea had not transformed her, Fluttershy felt lucky to have been chosen by the drider, to be reminded of her correct place in the food chain.

Reaching the edge of the Everfree Forest, Fluttershy paused as she looked out into the open space around. It was exposed and dangerous. But she could brave it. She was strong now, and it was the ponies who were in danger by living out on the plains. She took to the path and trundled along without fear.

Most likely the ponies she would devour would be as submissive as she had formerly been, she thought, her mind going back to scheming and speculation. She had enjoyed having Aranea toy with her, and now the idea of toying with her own prey brought a sly smile to her face. She could wrap up ponies in her own webs, and keep a stash of them to feed on. She could make them watch as she melted one into silk and then cocooned the next! Fluttershy had never felt a power rush like this before, and the idea of having such control over another was intoxicating. Her shy demeanor was no longer a weakness, but a lure. The stallions would stumble over themselves to be her play things!

Before she knew it, Fluttershy was in front of her cottage. The door seemed smaller now, but she found that her spider body could crouch and squeeze through small openings with ease. Her old cottage would make for an excellent nest to live in for the time being.

“I’ll have to clear out a room to be an open space,” she said, assessing her lounge. “And I need to practise making webs. And some practise with catching prey as well.”

She turned around - taking care not to knock anything over with her large behind - and in the doorway, mouth agape, was Angel Bunny.

“Oooh Angel, there you are…” she cooed. She eyed him keenly, feeling her spinnerette twitch with anticipation. “I’m sorry I didn’t get your lunch! But don’t worry... I’m going to make it up to you…”

Author's Note

Many thanks to Anon for the commission! If you enjoyed this story, be sure to track it or follow me, as it's likely to see more chapters later down the line!