The Ursa That Ate Manehattan

A title card showed up in front of the audience still in the real world, saying '24 hours ago in the middle of the Marecific.'

It was an ordinary day in the middle of the Ocean. The weather was nice, the seagulls were fighting, the waves were churning. But despite the calmness of the sea, an alarm klaxon was going off aboard the floating lab, prompting fear and panic among the crew.

"All hands, abandon ship! code red! Code Red! Proceed to the nearest lifeboat for evacuation. This is not a drill!" The alarm sounded as Operator Spearmint spoke over the PA system. Red lights flashed through the ship’s tight corridors. Sailors both young and old ran for their lives, dashing to the escape boats, only to find them torn to shreds with deep claw marks torn in them.

"Holy shit!" Gasped a young sailor named Brine Wave. "What the hell caused this!?"

"What's going on?! What could have done this!?" Another sailor gasped at the sight of the mangled lifeboats. "We’ve lost power, sonar, communication and our navigational systems! And to make matters worse, now we find the lifeboats are fucked as well. Where is Captain Swiftwater!?"

"He's probably still on the bridge. I'm gonna go check on him. I need to make sure he's okay!" Brine broke off from the main group to head to the bridge. He had to make sure his hero, Captain Swiftwater was okay. The Captain was a bit of an odd sort. He fancied himself a master sailor, like the brave ponies of yesteryear, and acted a lot like them as well. He wore a uniform that looked straight out of the last century, smoked a pipe and even sported an eye patch despite both of them working properly. Of late, he had always talked about wanting to go down with his ship, but Brine wasn’t going to let that happen if he could help it.

"Captain, the lab is under attack and the lifeboats have been torn apart! We need to find some way to escape!" Brine entered the bridge and looked around, seeing papers and navigational charts strewn all over the place, almost as if he had been trying to chart a course with his archaic instruments before he was rudely interrupted.

"I'm afraid the captain is no longer with us." Brine spun around to see a massive, ten-foot tall mare standing in front of the door, smoking a pipe and holding a shredded colonial-style coat in her hand. "But I'll admit, he was delicious." Trixie patted her gut. "Of all the crew members I've devoured so far, he was by far the most well-done." She chuckled. "A very eccentric horse. Very stuck in the olden ways." She said as casually as one might compliment the quality of a steak.

"Holy shit!" Brine gasped as he saw Trixie looming over him, the sheer size of her and the fact that he recognized the coat in her hand made his stomach sink. "What did you do with him...?" He shook with fear, though the churning in Trixie's gut already answered his question. He timidly and slowly backed up against the ship's controls.

"Isn't it obvious, little one?" Trixie chuckled. "I ate him. And now... I'm going to do the same to you, and everypony else on board." She smirked greedily.

Then there was a crackling noise and the intercom sprang to life. "Hey! Captain! Good news, I got the security system back onl- Holy shit! Brine! Get out of there!" Spearmint yelled into the intercom, prompting the terrified sailor to look down at the control panel.

"S-s-pear... Help me... She's..." Brine gulped. "I..." As he glanced down, he saw a magical firearm laying there. He dove for it and fired it at Trixie, hitting her right in the left nipple three times. But much to his horror, it didn't seem to do any damage to her. In fact, her tit seemed to grow slightly fatter with each shot. Brine gasped and dropped the gun in disbelief.

"Mmm. Thank you." Trixie smirked and walked towards Brine. "But I won't be satisfied with just appetizers. I want the whole meal!" She licked her lips and pounced towards him.

"Ahhhh!" Brine gasped and ducked at the last moment, ducking beneath Trixie and sliding between her legs as the massive mare slammed into the equipment. She was still clearly getting used to her larger form, and the young stallion was more than willing to take advantage of that. He slammed the thick metal door shut behind him and locked it, but if Trixie had been the one to tear through the life boats, he knew it wouldn't hold her for long.

From the other side of the door, Trixie knocked, pressing her face against the glass. "Oh, cabin boy." She held the laser gun up to her mouth and licked it, before firing it, making her muzzle slightly larger as she literally ate the laser blast.

"Oh my goddess..." Brine shook in utter shock at the situation at hand. Not only had the Captain been devoured, but magical weapons that comprised the majority of the ship’s armory seemed to have no effect whatsoever, in fact, they seemed to make her even larger.

"May as well just submit to the Great and Powerful Trixie right now. There’s only so far you can run." Trixie moved the laser pistol down to her crotch, inserted it, and fired multiple times, clearly not taking the catching of her prey seriously as she took a moment to self-pleasure herself with the deadly weapon. "Mmmm…" She moaned.

Brine pulled out his radio. "Spearmint! What do I do!?" He wailed helplessly. "She's destroyed the lifeboats, she's taken control of the bridge. And from the looks of things the main power generator is down as well. Our attempts to send out an SOS will be difficult at best..."

There was a long pause from the other side of the radio, and then a loud shrieking noise from inside the bridge, like metal being torn apart. Brine got up and timidly looked in through the plexiglass window, and saw that a massive hole had been torn in the floor, allowing Trixie access to the lower decks, and the prey that was no doubt within them.

"Oh no..." Brine gulped. "Spearmint! Spearmint! Where is she!?" He held up his radio. "Please! Come in!"

"Oh Goddess…" Spearmint's voice crackled from the other side of the radio. "She's... unstoppable..." Spearmint had to take his eyes off the viewscreen when he saw Trixie casually tearing through the crew. He muted the screen as well as he heard the screams coming from the sailors attempting to run for their lives. "There's only one thing on this ship that’s powerful enough to take her out now."

"The self-destruct." Brine said grimly, as he was reminded of the arcane bomb deep within the ship's hold. "In case the worst should happen..." He paused. "Th-the entire base would be vaporized... No. It can't be that bad. There must be some other way to stop her!"

"I know the consequences of what activating that bomb will bring, but....the way things are going, we might not have any other choice." Spearmint looked over the viewscreens, seeing more images of Trixie casually absorbing the crew. "We have to do something!"

"You might be right, Spearmint... If she keeps absorbing ponies like this... Celestia. I can't imagine how bad it will be if she makes it to the mainland... We'll head down to the hold so we can set up the self-destruct. The last thing we need is her getting any bigger." Brine walked through the bowels of the lab, seeing the lights flickering all around him. As he walked past the experimental weapons lab, he noticed an ice flamethrower prototype sitting on one of the tables. He thought it would be nice to have some sort of weapon that he could defend himself with and walked into the lab, just as the power cut out.

There was a soft moaning and creaking around the ship as Brine steadied his weapon, softly illuminating the hallway with the glowing blue crystal at the end of the barrel. He saw nothing, and used this as an opportunity to reach towards his radio, only to hear heavy breathing in front of him, making him jump and drop it. "Spearmint? You there? Do you read m..." He paused, seeing a glowing fifteen-foot blue mare standing at the end of the hall. "Oh Celestia..." He screamed, lifting the ice-thrower back up.

"Okay Brine…" Spearmint spoke into his radio. "I think I managed to regain enough signal to access the international database and transfer some footage of the incident over to headquarters in the city. I'll make my way to the bomb now… Try to stay safe." Spearmint said before clicking a few more keys and making sure the file had been sent properly. He then cautiously opened the steel doors and made his way below deck, empty sets of clothing appearing to be scattered everywhere on the floor, making him shiver with fear. It then occurred to him that he hadn't heard in from Brine for a while, and he held up his radio. "Brine! Brine are you there? What's happening?"

A loud scream echoed through the ship, and the sound of the ice-thrower could be heard going off in the background. There was a roar and a loud crunch and then a moment of long silence, before a mare's voice picked up on the radio. "You'll have to excuse Brine. He's a bit busy at the moment." Trixie laughed. "Quite a lot of spunk in him. Froze my leg to the floor. Will probably take me a few minutes to figure out how to get free. But he was tasty to be sure. I love it when they fight back!"

Spearmint’s heart dropped to the floor when he heard her speak, the fear deep within him swelling to the heights of an enormous tidal wave. "Just what the hell are you?" He made his way down the stairs to the hold with the self-destruct bomb. He was hoping to keep the monster distracted long enough for him to arm it.

"I am Trixie..." The ursine mare smiled. "Trixie Lulamoon. And soon, I'm going to be the most powerful being in all of Equestria!" She ripped her leg from the ground, her foot shattering into chunks of ice, but instead of spurting out blood or meat, a strange arcane blue fluid leaked out of her stump. She imagined what her foot used to look like, and in mere moments, stars and blue energy coalesced into a solid foot, effectively undoing the damage. "Assuming I'm not already." She chuckled darkly.

"T-Trixie...? Wait… I know that name. Oh Celestia! You were part of the research team! That means you took the experimental… Oh fuck!" Spearmint picked up a pipe wrench and jammed it into the mechanism of the bulkhead behind him, making his radio with Trixie drop slightly in audio quality.

"That's correct. I was a member of the genetics program. And in my little… ‘accident I was able to effectively merge my DNA with that of an ursa major. One of the most powerful beings in Equestria. But I have all the sentience and desires of a thinking pony, making me much, much more dangerous!" Trixie started to walk down the hall, leaving nothing but footprints and empty pairs of clothes in her wake

"And… W-w-what is it you want?" Spearmint gulped, frantically arming the bomb.

"It’s simple really. I want to be powerful. I want to be big. And I want all of Equestria to worship me as the goddess I am!" Trixie smirked, and the door behind Spearmint started to creak as the door turned, the pipe wrench blocking the mechanism twisting apart like taffy.

Spearmint gulped and looked back, expecting to see Trixie, only to see... Brine standing there? But something was off about him. He was... too tall and thin... He slowly sank into the blob of flesh that he seemed to be imprinted on, only to reveal that Trixie was merely wearing his visage like a suit.

"Holy shit! You... You sick fuck! You're not a goddess! You’re insane that's what you are!" Spearmint yelled and backed up in horror. "You’re a fucking monster… You’ve… You’ve eaten your fellow ponies just to make yourself more powerful! Something is seriously fucked up with you! Nopony is ever going to worship a fucking monster like you!" He yelled.

"Tsk tsk... You've deluded yourself into thinking that any of this is real. That you matter. Well guess what? You don’t matter. And do you know why?" Trixie chuckled. "It's because you're not real. You're just an extra, cast to be fodder for a lovely mare like me, for the amusement of thousands of ponies. And I'm gonna give it to them. Something shocking. Something they'd never expect..." She walked over to Spearmint and loomed over him. "I'm going to defy every expectation they'll have for this film..."

Spearmint screamed and backed himself up against the wall. "W-What are you talking about..? N-n-not real?" He shook as Trixie casually stomped towards him. N-n-no! Wait! Please! Y-you said… you wanted to be… worshiped, right....? G-Goddess.…" He gulped.

"I sure do." Trixie purred. "But not by a mere speck, such as you. I'm gonna need a lot of mass if I'm gonna grow big enough to be considered a proper goddess. That means absorbing a whole lot of you tasty little ponies!" She moved him in close and kissed him, squeezing his body between her naked breasts.

"Trixie! No! Don’t… Hmmmph" Spearmint grunted as he was lifted into the air. He felt something crack as he was squeezed between her huge chest hills, but he couldn't scream in pain since her chest was completely engulfing his face. The sound of beeping behind him signaled the bomb was ready for the timer to be set. He desperately tried to escape her in an effort to press the last buttons to initiate the self-destruct. "Please… I'll worship you… Don't hurt me…"

Trixie looked at the magical bomb behind him and could easily tell what Spearmint was planning. But she decided to play along, to tease him for a while before moving in to crush and absorb the smaller stallion. She tossed him on the floor next to the bomb with a loud clang, the stallion groaning as he massaged his cracked ribs. "Very well..." She gave an amused look and put a foot down on his crotch, gently massaging it with her massive fluffy toes. "Go ahead and worship me..."

Spearmint was beginning to taste blood in his mouth from his partially melted tongue. Trixie’s bear hug had done quite the number on his body. He looked at the self-destruct button and tried to sit up, but her foot was too heavy to move. He knew what he had to do, he twisted his body in a manner which dislocated his thigh from the sudden burst and quickly typed in the last code. A thirty-second timer suddenly popped up and began counting down. "I may not live… But I'm taking you with me, you crazy bitch!"

"Heheheh. You little fool." Trixie only grinned and took her foot off Spearmint, before massaging her crotch and sliding an object out of it. "You just don't get it. What my true power is." She revealed the object to be a tiny laser pistol and swirled it around in the air. "I don't just resist your weapons because I'm too tough. No..." She aimed the weapon right at her chin. "It's because I'm absorbing the magic in it!" She fired, only for her to not only be completely unharmed, but slightly curvier as well. "And you just activated a buffet of magic right in front of me." She hugged and licked the metal surface of warming arcane bomb.

Spearmint was shocked at the terrifying revelation, and he just realized what a grave mistake he had made. He tried to crawl towards the bomb in an effort to disarm it, but Trixie was quick to pin him down under her paw. "It’s too late. The machine is in motion." She taunted. "And soon all the power of this bomb will be mine!"

"No… No… No! Fuck! You damned monster!" Spearmint writhed helplessly, looking up at the bomb, seeing it irreversibly countdown.

"Don't worry, Spearmint..." Trixie picked the sailor up by the throat and gently scratched his chin. "I won't let you burn in the explosion you've just set up. No... I'm going to make you a part of me. I'm going to absorb you, and let your sad little soul live deep inside my subconscious. So you can review your mistakes over and over again and watch as I take over the entire world! Besides…" She patted her chubby belly. "It’s common for one to have a nice mint after a big meal!" She shoved Spearmint into her chest and messily devoured him, before turning around to the bomb and spreading her arms wide. "Mmm... Yes. Take me... Give me all that magic!" She purred to the beeping explosive.

*Beep* *Beep* *Beep* *BeepBeepBeepBeepBeep*

The floating lab exploded, but not with magical energy, but with a burst of blue flesh as Trixie absorbed the magical energy. Girders twisted and whined, magical blue smoke wafted up from the collapsing bridge, a pair of fat breasts tore through the stern of the ship, seawater scattered everywhere in a fantastic spray as the thick hull buckled and ripped in two, revealing the massive predatory mare hidden inside, who roared with ursine rage as the two halves of the eviscerated boat began to sink into the ocean beside her hips. Trixie Lulamoon was gone, and the Ursa grinned, looking over the metallic ‘eggshells’ of the ship that had birthed her with a diabolical grin.

But Trixie would need to hide her presence. She didn’t want to be discovered too quickly. Trixie stopped swimming, and quickly sank underwater from her increased mass, but her gargantuan lungs could now hold enough air to keep her alive underwater for days, so when the scout ships came by to survey the wreckage, they found no trace of her, just tons and tons of twisted metal and flotsam. She was written off as dead. Just another casualty of the explosion. But in the coming months, the world would be proven wrong. Oh so very wrong.