Fluttershy's Dilemma

by Spiders Are Bae

Rating: teen
Tags: Changelings, My Little Pony: Friendship is Magic, Fetish, Queen Chrysalis, Fluttershy
Length: 2153

Fluttershy felt the need to visit her friends on the night she hates to go out the most, but (un)fortunatly for her, a unexpected visitor appears to help her.

Its Nightmare Night, the worst night for Fluttershy. But she didn’t want to let it pass without spending some time with her friends. A chance encounter with a unexpected visitor helps her deal with her dilemma in the most unusual way.

This was a quick story i wrote in one day. I wanted to do something for Halloween, and already had some ideas floating around in my head, so i decided to write them down and ended up with this short story, my two favorite MLP characters meeting during Nightmare Night.

Kinks this story contains: Oral vore.

Published 2021-10-31 16:50:00 UTC
Last updated 2021-10-31 16:50:00 UTC

Unexpected Visitor

Late into Nightmare Night, Twilight, Rainbow Dash and Applejack, were enjoying the different activities available in Ponyville. It was mostly the same as last year's Nightmare Night, but it was always enjoyable.

“This night is going great!” exclaimed Twilight, thrilled in her costume.

“Yeah, finally, a night where you don't need to worry about saving the world.” joked Rainbow as she idly flew next to her friends.

“Don't joke about that Dash, just let Twilight have her fun,” Applejack replied with a smile.

Dash shrugged with a grin as they moved on and admired the different decorations and events around them. As they did, Applejack spotted what seemed to be one of her friends in the distance, a little distance away from the party.

“Hey, y'all see that? Is that Fluttershy?” She asked, pointing her hoof towards where she saw her yellow pony friend.

Fluttershy was nigh motionless, crouched down and staring intently at a small bush, missing most of its leaves, with a small smile on her face. As Twilight and her two friends approached her, she shifted her gaze towards them.

“Oh, hello girls,” Fluttershy excitedly started in her usual low and soft voice. “Uhm, you look good in those costumes,” she chuckled nervously.

“Thanks, Fluttershy,” Twilight replied. “But what are you doing here alone? We know you don't like Nightmare Night, but you even brought your own Flutterbat costume.”

“Well, I just felt bad for not visiting you. You're my friends after all.” Fluttershy explained, uncertainty in her voice. “And I wanted to try to…blend in,” she continued as she gave a quick glance to her costume's bat wings. “But well, I got distracted by an adorable creature on my way here. Come, look,” she gestured towards the bush, bending down, and looking intently at it again.

As her 3 friends looked closer, they could see a spider, tending to its web. It had some unusual patterns on its body, and purple and red shapes making up a symbol in its abdomen.

“Uh…That looks like a pretty unique spider,” Twilight responded as she chuckled nervously, unsure of what to say faced with the peculiar arachnid.

“And dangerous. Are you sure you should be that close to it, Fluttershy?” Asked Rainbow Dash, although she didn't sound too worried.

“Don't be silly girls, they are more scared of us than we are of them. If we leave them alone, they won't hurt anypony.” Fluttershy explained calmly as she kept admiring the spider doing its work. After a moment of silence, Applejack spoke up.

“Dont ya want to join the party while you're here?” Fluttershy hesitated before responding.

“I-I can meet with you later. J-Just want to admire this little guy a while longer.”

“Well, don't take too long, the night ain't as young anymore.” Fluttershy nodded slowly in acknowledgement, without taking her eyes off the spider.

“If you feel nervous or don't want to participate, you don't need to be afraid to say it. We understand you dont like this night, Fluttershy. You don't need to prove anything to us,” reassured Twilight. Fluttershy turned to her and smiled

“I know I can count on my friends to help me, thank you Twilight.”

“Stay safe Fluttershy.” added Rainbow Dash.

Fluttershy nodded, and her three friends made their way back towards the party, leaving Fluttershy alone once again. In her fascination with the intricate spiders, and the way it worked on its web, she failed to notice a new arrival.

A low "ahem" from them was enough to startle her. When she quickly turned towards the source of the sound, she was both surprised and relieved to see Princess Luna.

“Oh, princess, I-Im sorry, I didn't see you there,” Fluttershy sputtered.

“My apologies for that, little pony. This Is the perfect night for scares, however. Wouldn't you agree?” Luna replied, grinning.

“I-I guess…Uhm, do y-you need anything, princess?”

“Well…I noticed you were alone and figured I could give you some company. Being all by yourself at night can be dangerous, little pony.”

Fluttershy smiled, relaxed.

“You don't need to worry about me princess, the animals around here are peaceful and nice.”

“Not all…” The navy blue alicorn said under her breath. “Would you be so kind as to show me what you were looking at? I saw you staring intently at it, and I couldn't help my curiosity,” she continued.

“O-Of course princess. I was just admiring this strange spider,” Fluttershy explained as she gestured towards the bush. “It's so pretty, and I have never seen one of these before.” As both ponies looked down at it, Luna remarked.

“You seem to really like all kinds of creatures, don't you. Even insects, which most would hate to even look at…” Fluttershy wasn't sure, but she thought she saw a flash of green in Luna's blue eyes when she looked at her to reply.

“Uhm…I find insects, and spiders to be very fascinating. They come in so many different shapes and forms, but I understand not everypony feels the same way, and that is okay.” Fluttershy reassured the princess, dismissing what she saw and giving a warm smile. Luna seemed unusually happy with this response.

“You seem to know a lot about them. Would you mind coming with me, little pony? I have something I want to show you.” Luna asked. Fluttershy seemed hesitant, and slightly confused.

“Uhm…Of course, princess. What is it you want me to see?” Luna smiled, her teeth seemingly sharper than usual.

“Good. Just follow me, little pony.” She turned and made her way into the woods, past the edge of Ponyville.

Fluttershy was yet again hesitant and confused with the strange behavior coming from Luna, but decided to follow her, her curiosity and trust in the princess getting the better of her.

Once they reached a small clearing in the woods, Luna turned towards Fluttershy, grinning.

"So, little pony. You said you loved animals, even bugs. That they each have a certain beauty to them," the blue alicorn started. "So tell me…" She lifted Fluttershy up with her magic, a green aura manifesting from it. As she spoke, her voice began to change, and with a green flash that covered her body, her true form was revealed. "...do you think this bug is beautiful?" Asked Queen Chrysalis, her toothy grin fully visible now, and her slitted green eyes glowed in the dark of the night.

Fluttershy was stunned by what just happened, held in the air by the queen's magic. After a moment of silent shaking, she was able to muster enough courage to answer the queen's question.

“W-Well, c-changelings d-deserve as much love as any other creature. T-They are just misunderstood,” she said in a low and shaky voice, trying to bury her face in her hooves. “T-They need to eat and survive, j-just like any other animal.”

Chrysalis expression softened. Whether it was what the pony said, or the strong fear she was feeling, she did not know, but she couldn't help but feel sorry for her. She pulled her close with her magic, against her cold chitin chest, and placed a fore hoof around her.

“You don't know how right you are, my little pony,” Chrysalis said slowly. “This is why I brought you here. I'm quite hungry, and I was hoping you could help me fix that.”

Fluttershy seemed to calm down, and her breathing slowed. Being so close to the queen was surprisingly comforting.

“W-What do you mean? You want to feed on my love? Isn't that dangerous…” She trailed off as she asked.

“Only if the changeling drains too much. You will feel tired, but you can recover the next day,” Chrysalis explained gently.

“B-But uhmm, my friends are expecting me at the party…I-If I don't show up, they will be worried about me all night,” Fluttershy explained in her shaky voice. Chrysalis grinned.

“That is no problem. We'll just have to do things a bit…differently.” She released her hug on Fluttershy and brought her face to face. “I hope you don't mind tight spaces, little pony. Oh, and let's remove that costume first, we don't want to ruin it now do we?”

With her magic, the queen easily removed Fluttershys batpony costume, making sure to not damage it. Then she focused on the pony again.

Licking her chops slowly, Chrysalis pulled the little pony closer to her, before opening her maw, allowing Fluttershy a quick glance into her green and dark gullet, and slowly began licking and tasting over her.

Fluttershy was frozen, not just by fear, but also embarrassment. She found herself blushing as she looked inside the queen’s maw, feeling the warmth emanating from it.

As Chrysalis licked over her body and pulled her even deeper, her face went red. The queen could feel her embarrassment, and her enjoyment too. Once the little pony was inside, she began swallowing, slowly bringing the pony deeper and deeper into her awaiting throat.

Peristalsis kicked in as Fluttershy's head entered the queen's dark gullet and was pulled down the slimy and fleshy tunnel with a slow but steady rhythm. Chrysalis continued to lick over Fluttershy's body still on the outside, enjoying her taste.

A few more swallows sent her further in, leaving only her hind hooves to be licked and gulped down. A bulge of the pony's body could be seen slowly making its way down the queen's long, dark and chitinous neck, and the swallowing was quite loud too.

With the last, long gulps echoing and lingering in the area, Fluttershy's hooves disappeared past the queen's maw, and with a gentle snap of her teeth, Chrysalis claimed the little pony for herself. She licked her chops as Fluttershy's bulge descended her neck, and fully entered her rapidly expanding belly. She sighed as she pressed a fore hoof against the bulge, tracing it all the way down, and then placed it on her transparent belly, able to see the little pony curled up inside.

“Hmm, you were delicious, my little pony. I hope it's not too cramped in there for you.”

Fluttershy recovered from her stunned shock just in time to hear Chrysalis' voice, although it was slightly muffled and hard to hear due to the sounds all around her, especially the queen's surprisingly comforting heartbeat, slow and steady and all around her.

“Uhmm, well, it's very cozy in here. The walls are soft, and the sounds are…relaxing. And the view outside is, uhmm, well, I can see outside,” Fluttershy admitted nervously. Chrysalis chuckled.

“Glad to hear it, I wouldn't want my temporary love battery to feel uncomfortable now would i?” She gleefully asked. “And who knows, maybe your friends would want to experience this as well, hmm?”

“Uhmm, well, I'll keep that offer in mind. But how will this help with the party?” Fluttershy asked as she got comfortable, laying against the queen's swaying belly flesh.

“You'll see, my little pony. Just need to prepare a few things…”

Chrysalis picked up Fluttershy's costume and examined it for a moment, before grinning. “Things may get a bit tighter in there.” And without letting Fluttershy process what she said, Chrysalis was engulfed by a green light, appearing just like the yellow pony inside her once it faded, the only difference being the belly in her midsection. “There, now, to put this on…” As Chrysalis began putting on the costume, Fluttershy quickly adjusted to her now dark and tighter chamber.

“Uhmm, what happened, why did everything go dark, and was that my voice i heard?” She asked, more curious than worried.

“Isn't it obvious, little pony? I'm you, or rather, I'm disguised as you. While you spoke with your friends, I was able to hear how you don't like this night, so, i'll make things easier. I'll attend the party for you, while you get to feed me and sleep inside me for the night. Don't worry, I'll find a way to…hide this belly,” said Chrysalis, looking at her dangling belly.

Placing the wings of the costume over the belly seemed to hide it well, but it would probably not be enough. She was not discouraged however, she wouldn't be doing this just for her, she would put her little pony's mind at ease and attend the party, no matter the obstacles. She was always good at deception after all.

Pleased with how the costume looked, Chrysalis gave a gentle pat on her belly, and made her way towards the party.

Fluttershy on her part, was already feeling sleepy inside the cozy and comfortable chamber and was quickly drifting off to sleep with the sound of Chrysalis' heartbeat and the swaying of her belly as she walked.

“T-Thank you, Chrysalis, I knew not all changelings were bad,” were the last words she uttered before finally falling into a peaceful sleep.

This would be quite the night to remember, for both predator and prey.