All Eyes On Me

by Withania

Rating: mature
Tags: Fluttershy, Porn, Fetish, Non-consensual, My Little Pony: Friendship is Magic, Dark
Length: 5883

Fluttershy strays a little too deep into the forest and encounters a spider pony who has been alone and wild for perhaps a little too long. CW: Vore

While foraging for food, Fluttershy strays into an area of the Everfree Forest that no other animal dares to tread. This area is the domain of a drider, a hybrid of Pony and Spider. She seems amicable, if not a little odd - but Fluttershy learns that her intentions are a very different kind of friendship.

Content Warnings: Spider web cocooning, venom drugging, vore, soft digestion, egg transformation and corruption. I've stuck the Dark tag on this because Spiders don't exactly swallow their prey whole if you know what I mean, and this story may get a continuation in the future that expands quite outside just these two characters. Non-con tag for safety as well, but again, this is hardly violent.

Commission for Anonymous, many thanks and hope you enjoy it!
Cover art by GuyWithAmp, commissioned for the story!

Published 2019-06-01 12:10:01 UTC
Last updated 2019-06-01 12:10:01 UTC

1. A Thread On The Ground

Fluttershy made her way along the path of Chaser’s Copse, a dense patch of woods on the very edge of the Everfree Forest. This area wasn’t far from her home, but she wasn’t overly keen on any road that was bound into the forest. However, Angel Bunny had a taste for very specific fruits that were harder to find - and she couldn’t say no to his twitching nose, nor let him go hungry! As long as she stayed on the path and avoided straying into the undergrowth she would be safe. Very few denizens of the forest were known to be so bold as to step out into the sunlight of the border paths.

“H’mm… Slim pickings today it seems…” she said aloud to herself, frowning at the bushes dotting the edges of the path. Clearly, the local wildlife had discovered this area and taken their fill of the most easily obtainable food. The yellow pegasus walked further into the grove, head questing back and forth to scan the foliage for the pale green orbs. She only needed a couple for today, but if she didn’t stock up then it would only end in her having to make the trip again tomorrow. There would probably be much more if she rummaged into the undergrowth, the fruits and other plants of the Everfree favoured the shade, but that meant leaving the safety of the path. “Oh, this is no use at all… if I’m here too long I’ll run out of daylight - and that’s even worse than leaving the path! I have to be brave… I’m sure everything will be fine.”

She selected an opening between the shrubs and stole into the undergrowth, keeping her head low. Immediately the sigh of the wind through the outer edges of the trees was muffled and she suddenly felt incredibly closed in. But nothing terrible happened, so she crept a little further forward until she had penetrated the outer barrier of the forest. The bushes thinned out slightly, not into a path, but enough that she wasn’t having to push past the denser foliage. Her gamble paid off, and already she could spot bushes that hadn’t yet been stripped off their juicy fruits. Glancing around whilst she opened her saddlebag, Fluttershy could hear the distinct noises and cries of wildlife, some she knew, and some she didn’t. Nothing seemed to be close by, so she started picking off fruits and stowing them away with a soft rustle. It seemed odd that this particular spot was so devoid of animal life, since there was plenty of easily attainable food here. But she pushed the thought from her mind - she was barely a minute or two from the path, hardly in the forest-proper at all. Most likely animals preferred to stay deeper into the woods where their respective sanctuaries were easier to get to.

All the same, Fluttershy glanced around once more. She couldn’t shake the feeling of being watched, yet she couldn’t see or hear anything within the vicinity of the grove. She had half-a-bag at this point, enough to keep Angel happy for the rest of the week if she rationed it out. It would probably be safer not to push her luck, so she flipped the cover of her bag closed and turned back in the direction of the path. And with another step, she tripped over something.

Her fall was muffled by the soft leaf-strewn forest floor, but she looked around in alarm. No harm done, but her front hoof was snagged on something. She looked down and saw a pale strand the thickness of a pencil stretched between the trees around her. Had it been there before? Had she stepped over it by chance on her way in? It was sticky, and in a moment of absent-mindedness she instinctively used her other hoof to dislodge it - and then got that stuck too. She felt a breeze behind her and whirled around in alarm, but nothing was there. Just the bushes. She backed away from the clinging string toward the bushes again, only to feel her hind hooves strain against another sticky thread. She fell off balance and bumped onto her rump, forelegs tangled, and now a second sticky thread - which she was certain hadn’t been there before - caught up on her hind legs.

“Hello there,” said a voice from the shade, making Fluttershy jump. The pegasus looked in the direction of the voice and saw a pair of eyes in the gloom. The eyes shifted and the face of a pony appeared from around the tree, a partially concealed mare’s face, but at a strange angle and seemingly too high off the ground for a pony.

“Uh, hello? Umm, would you mind helping me? I seem to have gotten caught on… something…”

Fluttershy tried to stand up, but only succeeded in falling onto her side, getting even more tangled up in the process. The strange threads were just getting everywhere. She felt like she could break them or pull away if she had the freedom to stretch her legs, but she’d gotten so bound up that her muscles had no room to move.

“I can help you. Make you more comfortable perhaps…” said the mare. Her voice was strangely casual, as if she didn’t at all understand that Fluttershy was stuck. They looked at each other, with Fluttershy glancing pointedly at her entangled hooves, which the stranger could clearly see. The face next to the tree started moving upwards in the most unnatural manner and vanished into the canopy. There was no sound, but Fluttershy could see the branches overhead moving as if there was a weight upon them. She suddenly noticed that there were all covered in more pale strands, cross-crossing and looping between boughs. Like cobwebs. Very big spider webs.

The face appeared above her, poking through the leaves, and then began to descend toward her. On the brow of her forehead, two additional eyes opened to focus on the entangled pony. They were smaller, and mostly coloured so as to easy blend in with her more equine face. A mane cascading around her dark brown face, flowing into her neck and shoulders, and then a huge fuzzy mass - a spider’s body at least twice the size of Fluttershy herself. The trapped pegasus stared wide-eyed up as the drider slowly descended out from the canopy on a silken strand of web, her many legs unfolding and alighting silently on the forest floor just behind Fluttershy. It was a small wonder that she had remained invisible, despite her size, as her large shape bore the same colours as the forest itself. Dark green patterns with hints of yellow adorned her mostly brown body, fading to black on her legs. Her forehooves were tapered as if they had been stretched to a point, not enough to be sharp, but affording a great dexterity beyond a normal pony.

Those slender hooves carried strands of her silk, twirling them as if they were a dancer’s ribbons, and before Fluttershy could say or do anything else, the webbing fell across the top of her snout and drew up under her chin, locking her mouth shut. She moaned in protest, struggling against the tangles around her hooves again, but those slender forelegs rested on either side of her head and the stranger whispered into her ear.

“Shhhhh, there are dangerous creatures in this forest, you must be quiet. I will carry you and take you to safety…”

The drider deftly broke the tangled webbing around Fluttershy’s hooves, but in swift motions threw fresh loops of silk around her, trapping her forelegs at her sides. This enabled the spider pony to adjust the position of the pegasus, and with practised motions, her large body towered overhead and her many legs directed a never-ending strand of web that began to wrap Fluttershy up.

At first, Fluttershy was slightly uncomfortable where the string pinched slightly into her soft flesh, but before it became painful she was turned around as if she weighed nothing at all, and the webbing was wrapped around her hind legs and thighs until a fabric of cobweb covered her lower body entirely in a tight cocoon. She wriggled against the bonds, but couldn’t even feel them stretch, let alone sense where their breaking point might be. She glanced up at the underside of the drider’s body, which was much more spider-like from this angle. The drider almost seemed like a common garden spider, only much larger. Her spinneret was angled down toward Fluttershy, and the black legs swiftly drew yard after yard of white silk from its tip, which was being encircled around the pony’s midriff now, wrapping her up like a mummy.

The drider moved again to start working on Fluttershy’s upper body, and picked up the stricken pony entirely. This afforded Fluttershy a view of the front half of her captor. The pony-portion looked down kindly at her, almost fondly, but with a strange, knowing expression in her eyes that affirmed to Fluttershy that this denizen of the forest had a different idea of what ‘dangerous’ and ‘safety’ were than she did. The webbing was up to Fluttershy’s shoulders now, and the meek pony knew that she was going to end up entirely covered and trussed up like an insect. She gave another pleading look up at the glinting eyes above her. The drider smiled back, stroking Fluttershy’s mane into place so it could be wrapped up in sheets of webbing. Within minutes, Fluttershy was covered from nose to tail in white silk, with only her eyes left untouched. The drider handled her with incredible care, hugging her close under her huge spider body, and then the last thing Fluttershy saw was a pointed hoof pulling a wide, flat ribbon of web over her eyes.

“Now then my dear, you are safe with me, just relax and do not tense up, and I will take you to safety,” she said, her voice close to Fluttershy’s head. Fluttershy quickly lost any sense of direction as the drider turned around, and knowing there was nothing she could do at this moment, tried her best to relax. True to the spider’s word, as she released the tension in her muscles she did feel comfortable. The cocoon compressed her together in such a way that nothing was left strained or bent. She was pressed up against a huge, warm body that radiated great strength, enough to carry her with ease. She could feel the drider moving, smoothly gliding through the trees on many legs, almost as smooth as flying, but without the strain and tire of wingbeats. It was actually incredibly calming. It would have been nice if she could see, but then she would probably only be anxious about where they were going. It was pleasant to relax in the embrace of the drider, wrapped up in a webby hug from all sides by her cocoon.

The myriad anonymous eyes of other creatures in the forest watched from their respective havans as a bulky shadow skittered through the lower canopy, clutching her catch between her many legs. They knew it was none of their own. The contents of that bundle were either new to this area of the forest or an outsider - no local creature knowingly strayed into her domain. The drider covered the space of her territory as fast as a crow could fly overhead, until she reached a huge aged tree that formed a dense knot in the woodland.

2. A Silken Lair

Fluttershy felt the momentum of the drider come to a halt, and from the sudden cold of no longer being hugged against a large body, guessed she had been set down. But there was no feeling of solid ground, making her wonder exactly where she had arrived.

The answer came as her blindfold was removed, revealing a citadel of webbing in all directions. Fluttershy’s cocoon was stuck to the sloped edge of a large radial web in the crook of an enormous tree. Between the boughs were channels of finely woven webbing, forming bridges and paths to the outer branches of the tree, which Fluttershy could see had been formed into rooms of a sort, such as storage, a lookout, a denser area that appeared to be a bedroom or nest, and so on. Above her were more loops of webbing bound tightly around the canopy to let the drider move across the ceiling of her home as easily as the floor. It was built with a great deal of intelligence, and yet as Fluttershy looked more carefully, she could see random objects tangled up in bits of web, seemingly deliberately left there. There were bits of clothing, a flask, a soft toy, also bird feathers, a horn or some antler, and other such ‘lost property’ that her host seemed to have collected. Fluttershy glanced upwards, and saw the drider suspended on several crossing ropes of silk directly above her.

“Hello,” she said, staring keenly down.

Fluttershy squeaked through the webbing wrapped around her muzzle in surprise. The drider extended a forehoof and deftly cleared the rest of her face and mouth.

“Umm, hello there miss… s-s-spi-”

“My name is Aranea. You were taking food from my home, but that is okay - I am happy to share it with you,” said the drider in her eerily calm voice. Fluttershy was having a hard time reading her. There were flickers of bestial behaviour that she had a natural understanding for, but it was mixed with the mannerisms of a pony in some convoluted manner that left little distinction between sincerity and sarcasm.

“Oh, I’m sorry! And thank you, Aranea. I’m… Fluttershy…”

“Let me get your bag for you,” continued Aranea, stepping over Fluttershy without so much as stretching her many legs. “We can have some right now.” The drider deftly opened Fluttershy’s saddlebags, before returning to her strange crouch over the top of the bound pegasus. She ate one of the green fruits herself, before putting another up to Fluttershy’s mouth, who awkwardly ate it in one mouthful, being unable to hold it herself.

“It is nice to have company,” said Aranea, “I have been thinking about meeting new friends lately, it gets lonely up here. The local wildlife does not come by anymore.”

“Umm… well, maybe if they got to know you better, they might want to be friends too?” replied Fluttershy, swallowing her mouthful, “Lots of animals are a bit frightened of big uh… ponies like yourself. But looks can be deceiving after all!”

“I find it is less a matter of looks, and more a matter of judgement. I am as powerful as I look, after all. But it is nice to talk, and socialise. You are kind to indulge my company.”

This statement caught Fluttershy off-guard. Aranea had seemed so disconnected that Fluttershy wasn’t entirely sure if she was a pony in a spider’s body, or a spider in a pony’s body as it were. She had been leaning toward the latter, until this rather self-aware comment made her wonder if she was mis-judging the drider. She opened her mouth as another fruit was pushed into her, and chewed thoughtfully.

“I have not seen another of my kind in many years,” continued Aranea, “Sometimes I wonder if I am the last one that has not been destroyed by ponies or other creatures that live outside the forest. I have attempted to befriend a pony before, but they did not enjoy my company.”

“Maybe they were frightened. Perhaps you would have more luck if you umm… didn’t tie them up?” suggested Fluttershy, looking down pointedly at her cocooned body. She wouldn’t have run away from Aranea even if she could, not simply because she couldn’t possibly outrun such a creature, but because the drider seemed to be fairly peaceable, if not a little eccentric toward meeting others. “For example, if you released me from your web, I could make us tea to share.”

“But then you would be in danger… My web keeps everyone safe.”

Fluttershy’s gauge of Aranea swung back toward the wild side. Whatever her true level of intelligence, living as a spider seemed to take precedence over social etiquette. Fluttershy felt compelled to forge a friendship here, she was sure that a little understanding would go a long way - but that would require Aranea to let her go first.

“Well… you see… being tied up like this tends to make ponies anxious,” she said delicately, “And I know that you want to keep me safe, but sometimes you have to take risks to earn another creature’s trust…”

Aranea stared down at her with several unreadable eyes, tilting her head slightly. “I see. I cannot risk letting you go, but I understand why you are afraid. I can help with that. I will make you more comfortable, so you will not be anxious around me.”

Fluttershy wasn’t sure if this was progress or not, but before she could decide what her next words would be, Aranea leaned down close, tilting the bundle of pony to one side with her slender forelegs. For a moment, Fluttershy thought she was about to slice the cocoon open, but even as she sighed in relief, she felt her head tilted and a pair of needles pierce through the webbing and into her neck. All of her muscles tensed up in shock, but it was just a nip. Was that Aranea’s idea of a kiss?

As she relaxed again, she felt a tingle spread from the bite through her blood. She slowly exhaled as her anxiety for this predicament evaporated. The tight wrap of her cocoon was soothing, and having a huge spider-pony hybrid crouching over her suddenly seemed no different from her other larger friends. Now that she thought about it, something stirred deep in her mind, some kind of primal thrill at being in the care of a bigger creature more than capable of preying on her. She was reminded of being near bears or dragons, when her brain shouted caution, but her heart sang indulgence. Something in Aranea’s venom was muffling her brain, leaving only her deepest desires.

“There we are,” whispered Aranea, “Now I will give you more fruit. Then I will find you even more enjoyable. Our time together is only just beginning.” She pushed another fruit into Fluttershy’s mouth, who automatically began to chew without thinking, her eyes dreamy and uncaring. Then the drider opened up a hole lower down in Fluttershy’s cocoon, expertly parting the weave of the webbing to reveal the pony’s pussy, and slowly inserted another fruit between the delicate folds. Fluttershy moaned in response, munching on the soft flesh of the fruit while more of it began to fill her from below. Such contact should have made her freeze up with embarrassment, but it was thrilling and intimate. She could play the part of the fly, and pretend to be Aranea’s prey. And Aranea could play with her food, keep it secure and happy to feed on later.

“Ah… Aranea?” murmured Fluttershy, swallowing her mouthful, “This does feel nice… I like feeling trapped by you. It should be scary, for some reason I don’t feel afraid anymore, but you bit me… and… does that mean you want to eat me?”

Her tone was monotonous as her brain tried to rationalise what was happening. She entirely forgotten any ideas of leaving, and began to truly enjoy the feeling of being trussed up by the drider, and fed more sweet tasting green fruits. The embrace of the web binding her together was akin to being wrapped up a warm duvet on a winter’s night, yet as cool as a swim in the river on a summer’s day. She knew somewhere deep in her fuddled brain what was happening, but the venom was somehow blocking her common sense, preventing her from realising the danger of the situation. The filling sensation of more green lumps being inserted into her vaginal canal was somehow comforting, like she would take on the properties of the fruit herself. She was food, caught and trapped without even putting up a fight, just common prey that had blundered into the trap of a beautiful predator.

“This is why you were in danger, little Fluttershy. You are prey, but ponies have convinced themselves otherwise. You were caught the moment you left the path, and only now does the idea of being devoured occur to you. Do you know how spiders feed, Fluttershy?”

“They soften their prey up with enzymes first, and suck them up…” recited Fluttershy, closing her eyes dreamily. Her body felt limp, but supported. She could remain in this position indefinitely and feel no discomfort, and was beginning to wonder if being prey was more than just a thrill, but actually a pleasant experience. “Is that what you’re going to do to me? Am I going to be eaten?”

“Yes, Fluttershy. You are prey, and I am a predator. But I will renew you. Like my webs, I will make you a stronger body, and then you will be a predator.”

Aranea closed her jaws around Fluttershy’s neck once more, and this time she suckled, letting a mix of her venom and saliva enter in larger quantity and sealing her fate. While waiting for the cocktail to start working on the pony’s body, Aranea opened another hole in the cocoon a little lower than where she was stuffing fruit into the Fluttershy’s vagina, and found that her tighter opening would now accept the fruits. The pony squeaked a little with each insertion, but it was a noise of pleasure or satisfaction, rather than distress. This pony was much more accommodating than the previous one she had caught. Her last prey was quite noisy, and Aranea ended up consuming them quickly and without trace, but this yellow pegasus was kind and soft-spoken. She was perfect for what Aranea wanted. First she would ensure the pony was comfortable and full of flavour. Her venom would have flooded the pony’s entire body now, and the fruit would mix into her flesh to make a delicious soup. Aranea closed her jaws over the wound in Fluttershy’s neck again, and tasted the gooey liquid there. Being able to share the feast with her prey was intimate in a unique way; unlike swallowing which closed the prey away inside, this was an embrace, a kiss, that lasted for the duration.

Fluttershy breathed slowly, but heavily, her airways constricted by too much food stuffed into her, and her failing muscles starting to collapse. She felt the warm breath of Aranea at her neck again, followed by a sucking sensation, and she felt the drider began to drink her liquified flesh up, squeezing her body like a juice box. Her senses were still functional, and the stream of her gooey body sent back signals of a warm wet throat as they were pulled away. She couldn’t feel her limbs anymore as distinct appendages, but rather a mass of her body held together by the tight webbing wrapped around her. It was oddly intimate, being so close to a kiss, yet she was giving her entire self to Aranea. Or rather, the drider was draining it out of her. But somehow it felt nice, cosy, slowly being pulled into the big powerful body that crouched over her broken and melting pegasus body. Her ears heard nothing but blood rush, and her vision was fuzzy, but her tastebuds worked, bringing up the sweet flavour of the fruits she was stuffed with, mixed with a slightly salty tang of her own body. It was a nice taste, she thought. It was fascinating and delightful to experience what it was like to be the fly in the web. She was glad that she tasted good, she would be a fulfilling meal to this rare creature.

The process went on for what to Fluttershy seemed like forever, her broken body collapsing in on itself as the cocoon became loose and deflated, and more of her sense of self resided in the stream of liquid pony travelling down Aranea’s throat than the puddle in the webbing. Finally, the drider crumpled up the pony’s remains in the cocoon and stuffed the rest of it into her maw, chewing through the silk to recover the material she had used to spin it. As delicious as the pony had been, Aranea did not plan to add Fluttershy to her own body indefinitely. However, for the present, a bulge of soft pony goop stuck out of her neck and chest, her esophagus being much too large for her pony torso, pulsing as muscles kneaded the food down into her spider body. She licked her lips and stretched her many legs out one by one. Then she picked up the empty saddlebags, the only sign left of Fluttershy having been in the forest at all, and hung them up on the webbed wall of her abode along with the other decorations of her past visitors.

3. A New Form

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!