They Cant Help Themselves

by zargein

Rating: mature
Tags: Sex, Thorax, Violence, Pharynx, Dark, Death, Main 6, Porn, My Little Pony: Friendship is Magic, Fetish, Other, Non-consensual
Length: 10051

The changlings are no longer sucking out ponys love, they're just outright eating them now.

The changlings who cant hold back their urge to consume love are lashing out in fits of thirst and vore. Will they stop? no Will I stop? never so enjoy... or don't what do I care.
Shout out to Stanku over at Eka's and to DoesNotExist for this piece: https://aryion.com/g4/view/742424
on which the first chapter of this series is basically based.

Chapter 1: Oral Vore, Graphic Digestion, Willing to Unwilling prey.
Chapter 2: Oral Vore, Graphic Digestion, Unwilling prey.
Chapter 3: Oral Vore, Graphic Digestion, Unwilling Prey, Regretful Pred.
Chapter 4: Oral Vore, Graphic Digestion, Unwilling Prey.
Chapter 5: Oral Vore, Graphic Digestion, Unwilling Prey, Voyeur.
Chapter 6: Oral Vore, Painful Digestion, Unwilling prey.

Published 2022-06-28 04:10:01 UTC
Last updated 2022-07-23 22:28:01 UTC

Thorax cant help himself

They Cant Help It: Chapter 1

Most changelings have changed their ways after their love induced metamorphosis, however many of them still hold a deep hunger... for love.

The vast majority of them keep their underlying desires in check by busying themselves with their many new occupations and hobbies. But like with any group of recovering addicts your going to have a few relapses.

And when you relapse you tend to go hard…

Thorax was at a meeting of the council, when the leaders of all the kingdoms in Equestria get together to discuss the problems that beset their respective lands.

Thorax spoke openly of the rogue changlings that refused to accept love, of how his lands were barren from decades of non-care, and of the speciesism that his people still undergo to this day. Creatures still referring to even his most loving subjects as horrible bug monsters after the events in Canterlot.

Though the council acknowledged his issues, they had little intention of aiding Thorax. The most powerful creatures in the land apparently had quote “bigger fish to fry”, end quote.

Angry and dejected, Thorax left the council chamber and made his way to the nearest bar. Inside he found the temporary solace he sought in the many expensive drinks available at a Canterlot pub.

Along side him, a pony Thorax never expected to be partaking in an activity so detrimental to one’s health, was putting away hard cider like the world was burning outside.

Rainbow Dash.

The mare was celebrating after the Wonderbolt’s wildly successful show in Canterlot the previous day, and found herself six deep before the time had even struck six-o-clock.

Thorax meanwhile was doing the opposite of celebrating. He was sipping away at his drink, hoping to develop a good buzz that would carry him through what would surely otherwise be a restless night of anxiety ridden tossing and turning.

Rainbow Dash in her rather forward nature, approached the King of the Changlings to inquire as to the nature of his depression.

“Who killed your dog”, Rainbow asked, sliding herself a few stools closer to Thorax.

“Me” Thorax replied taking another sip of his drink.

“I was joking dude, seriously what’s the problem?”

“The changlings are under a lot of pressure to prove to every-pony that we’re not evil anymore, And that’s really hard to do when no-pony will take their king’s complaints seriously”, Thorax explained.

“That’s kinda vague man”, Rainbow took another swig from her bottle. “Is there something specific I can help with?”

“Not unless you can convince every-creature in Equestria to stop treating us like monsters and help us rebuild.”

“Ohh, that’s gonna be kinda hard. Changlings did spend hundreds of years sucking ponies dry of their love and magic”, Rainbow turned to face the mirror behind the bar. “Gotta be tough… being the king that has to break a centuries old legacy”, she said, taking another drink and watching Thorax’s face in the mirror. “But I guess you didn’t ask for the position now did you?”

Thorax leaned over the bar and grabbed himself and Rainbow a couple more bottles. “you’re telling me, that’s why I’m here drinking; trying to change the world is a fools errand, and being dumb enough to try would make anypony thirsty.”

“How about hungry?”, Rainbow turned to Thorax and leaned herself against the bar. “I heard some of the changlings still crave love, and when they cant hold back anymore they eat their victims… whole, and alive”

Thorax couldn’t bare to look at the mare, because she was right. Many changlings couldn’t control the hunger that still haunted Thorax’s people, And to his own regret he had let himself fall into that category… more than once.

Thorax would have loved to be able to say he didn’t enjoy the activity, but when his biology pulled him to do the unspeakable, he reveled in every minute of it.

Turning to look at rainbow Thorax saw she was staring at him with those big beautiful magenta eyes, her face flush with from drink and lust.

“Come on hungry bug, You know you want to.” Rainbow cooed and bit her lower lip. “I promise I’ll be delicious.”

Thorax was still, holding his bottle in the air staring at the mare. He eyed her up, inspecting her toned legs and taut belly, he wondered how her luscious rainbow main would taste sliding down his…

Get ahold of yourself Thorax, he thought as Thorax shook himself out of the trance. Shaking his head he chugged the remainder of his cider and looked sternly at Rainbow Dash, “Don’t tempt me.”

Rainbow stood up and walked behind Thorax. She rubbed her hooves along the sides of his belly. “What’s wrong Thorax? You too nice to put a cute yummy thing like me in here?”

“Rainbow please, stop”, Thorax begged. But his conviction waned as the mare rubbed her athletic body against his.

Rainbow leaned forward and whispered into Thorax’s ear “Let’s go back to your place and you can have me all to yourself.”

Every man has his breaking point, and Rainbow’s temptations combined with the alcohol and long day had brought Thorax to his.

Spinning around Thorax grabbed the drunken mare’s head and pressed it to his abdomen. “You hear that? Once you’re in there you don’t come out.”

Thorax’s words alongside the sounds of his belly made Rainbow shiver in fear... and excitement. “Let’s go”

{At Thorax’s hotel room}

Thorax had gotten a cheap room to stay at for the council meetings that would be going on all week. He didn’t expect to bring any-pony back. In reality he hadn’t. All he brought back… was dinner.

“Get on the bed”, Thorax ordered as he placed one of his sexy stripped socks on the door handle outside.

“Ohh, bossy boy”, Rainbow slurred as she clamored onto the bed.

“Food doesn’t talk”, Thorax remarked as he moved to the end of the bed and stretched himself. Jumping at her legs Thorax opened his mouth wide to give the girl a view of where she was going.

“Oh gosh!” She exclaimed looking into the deep saliva dripping cavern. Accented by fangs, the green abyss pulsed and contracted as his forked tongue danced about.

Grabbing Rainbow’s rear hooves Thorax brought them to his gaping maw, but hesitated.

“You sure you want this Rainbow?”

Rainbow brought her front hooves down and started pleasuring herself, both to make her trip smoother for Thorax, and to have some fun on the way down. “Mh-hmh”, she replied nodding her head.

Thorax stuffed Rainbow’s legs into his mouth and gulped, his strong throat muscles pulled the mare along the bed as he swallowed her deeper and deeper into his body.

Rainbow bit her lower lip as she felt the warmth of Thorax’s insides surround her lower body.

He swallowed again pulling half of Rainbow’s belly into his maw which he lapped at like a dog.

Holy crap she’s delicious, Thorax thought as he tasted all along her belly. Pulling his tongue back he slid it between her flanks and into her anus.

“Wooah”, Rainbow exclaimed as the nimble muscle moved deeper into her colon. “I know I’m just food to you, but I didn’t think you’d go tasting... there.”

Thorax ignored her as he continued to explore her insides with his tongue. An act he thought fair since he would soon send her down to explore his. After a moment he removed his tongue from her ponut and gulped again, pulling Rainbow in up to her shoulders.

Lifting his head he hoisted the mare into the air and let gravity make her slide down into his gut. As her face passed his teeth he sucked and licked on her rainbow mane.

Ohhh… That’s the stuff

* GULP *

Thorax trailed his hoof along the bulge of Rainbow’s head as it descended his neck to join the rest of her delectable body in his stomach. Rolling over onto his back he rubbed the squirming girl in his gut, taking pleasure from the movement of his... food.

He could hear the girl moaning in pleasure as she masturbated in his belly. He was happy she was enjoying herself at the moment, because in the back of his head, Thorax knew it would not last.

After a few moments Thorax felt Rainbow spasm in his gut and watched as the bulge she made tensed up and then fell still.

Not knowing what to say about his food climaxing inside him, thorax simply sat up, grabbed the remote, and turned on the T.V. He wanted something to take his mind off of what happens next.

(GRAPHIC DIGESTION WARNING!)

After five minutes the moans of pleasure emanating from his gut had stopped, replaced by mild struggling and gurgles of his stomach gearing up for the digestive process.

“Thorax? this stuff is starting to sting”, Rainbow wined as she attempted to spread herself out in the stomach. Trying to do whatever she could to get the digestive acid off her body, Rainbow only made it worse by moving, prompting the stomach to work harder.

Thorax ignored her and turned up the volume on the T.V. Deep Rising was playing and that was fitting backdrop to his current situation.

After another five minutes the simple complaints had turned to yelling as Rainbow begged for Thorax to make it stop.

“ Please! Let me out!” she screamed while the stomach kneaded her helpless body. “I don’t want this anymore!”

Thorax could ignore her no longer. Even though there was nothing he could do he felt obligated to acknowledge her, if only to explain the situation.

Craning his head down Thorax rubbed his belly, making it transparent as he did so. The translucent paunch became clear, revealing a struggling Rainbow Dash within.

Looking inside Thorax could see in great detail what was happening to the poor girl. Her soft fur was falling off as angry red patches dotted her bare skin.

He saw her previously beautiful(and delicious) mane in tatters as she looked out to him with tears streaming down her face.

“Thorax let me out of here!” she begged to the changling watching her through the newly formed window into her gastric prison.

“Sorry Rainbow…. I cant”, Thorax rubbed the mare’s head through his belly. “If it makes you feel any better you were the most delicious pony I’ve ever eaten… yet.

Thorax kept that last part to himself as he continued attempting to sooth the girl digesting in his gut. “you said you wanted this.. remember?”

A drop of acid landed on Rainbow’s head and she began violently thrashing about inside Thorax.

“It hurts, IT HURTS!”, she screamed while Thorax watched, grieving that he had fallen into his baser urges and done this to the poor girl.

“Please! I WANNA GO HOME!”

“Sorry rainbow…” Thorax rubbed his gut as he had done previously, slowly making it return to it’s non-transparent state. “Your food now.”

“NOOO!”, Rainbow wailed. She clawed away at her slowly closing window to the outside world. “Someone, Anyone?! DADDY!!!”

* burp *

“Please calm down,* urp *, You’re giving me a stomach ache” Thorax rolled himself under the covers and went to sleep, knowing that he was going to have some explaining to do at the council meeting tomorrow.

{the next day}

“Yes, but what are we going to do about it”, Twilight asked the princesses Luna and Celestia, who looked at each other in mutual acknowledgment.

Princess Luna leaned back in her chair, “These things happen Twilight. Me and Celestia have consumed more than our fair share of ponies. Back when that was allowable punishment for crime, my dear sister would have three or more at a time.”

Twilight slammed her front hooves onto the table. “That was a thousand years ago, they were criminals, and THIS IS RAINBOW DASH!”, she fumed at her mentor’s indifference to the fate of her friend.

Twilight gathered herself, “In case you’ve forgotten, she was the Element of Loyalty… and my friend. Now what are we going to do?”

At that moment the council room door swung open and Thorax stepped inside. “Sorry I’m late it was a BURRRAP . . . long night”

Twilight stomped over to the changling stuck her nose in his face. “Thorax, did you really eat Rainbow Dash?”

Thorax quickly shuffled back a few steps. “Hey! she said I could!”, He reasoned, more to himself than to Twilight.

“You see Twilight”, Celestia chimed in. “Everything is fine.”

Twilight’s eye twitched in confusion and rage as she tried to wrap her mind around her mentor’s words. “Everythi…. HE ATE RAINBOW DASH!!!”

“And she was delicious”

Twilight had an anxiety attack and fainted right there on the spot.

Princess Luna extended her neck to look at the unconscious pony. “you gonna eat that?”

Thorax cant help himself Pt2

Thorax looked back and forth between an un-conscious Twilight and Princess Luna in disbelief. “Really? Can I?”, he asked as he tenatively picked up Twilight’s rear hooves.

“Sure”, Celestia groaned waving her hoof dismissively. “The elements are useless without all six of them, and I’m not eager to listen to anymore of her complaining about you having eaten Rainbow.”

“But sister, I wanted her”, Luna complained.

“Let the bug eat her. You go have a chocolate cake or something Luna, I don’t need Nightmare Moon running around again.”

Thorax inspected Twilight like one would a perfectly formed candy bar. There was just something about the idea of eating a princess that had him salivating all over her. Even though he had just consumed the magic and love of an entire pony the night before, an element of harmony no less, he found himself hungry once again.

Luna and Celestia watched as Thorax stuffed Twilight’s lower half into his mouth. Licking up over her pussy and onto her belly Thorax lunged forward, gulping another portion of her body inside as he did. Swallowing her like a snake, Thorax grabbed her by the shoulders and shoved her head into the frame of his toothy maw.

At this point Twilight began to stir. Looking around, all Twilight could see were teeth and the rear hooves of Luna and Celestia under the table. Giving it some thought(more than it should have taken), Twilight figured out where she was. But before she could scream for help Thorax’s jaws slammed shut over her face and a powerful gulp sent the princessand hermuffled screams down into the abyss that had claimed Rainbow Dash.

As Twilight splashed down into the Stomach of Thorax, somepony she had once called friend, she immediately tried using her magic to escape.

Thorax felt this and smiled, “Sorry Twilight, pony magic doesn’t work inside me.”

“Thorax! You let me out of here right now!”

“No way, she said I could eat you”

“Who?”, Twilightrealized the answer to the question as she asked it. No… She wouldn’t

As Thorax rubbed the bulge of Twilight’s head in his gut, he found himself lifted into the air by a magical yellow aura. He saw it was Celestia bringing him over to her.

Sitting Thorax down on the table, Celestia leaned forward and spoke to she squirming pony trapped within. “You feeling ok Twilight?”

“Feeling ok? I’VE BEEN EATEN!”, Twilight screamed as she punched and kicked at the stomach walls. Her struggles causing the stomach to speed up the processing of her body into nutrition.

Twilight felt a drop of acid land on her back as the puddle she sat in began to feel un-comfortable well… less so. “Celestia! he’s digesting me!”, Twilight ignited her horn in another failed attempt to escape via her magic. “Get me out of here!”

“You want to say goodbye?” Thorax asked. Spreading his legs Thorax rubbed his gut as he had done with Rainbow Dash. Celestia and Luna watched in awe as Thorax’s belly became crystal clear.

The Princess of Friendship could be seen squirming inside as she fought against the clenching stomachattempting to work her into a more optimal position.

“I didn’t know that changlings could do that”, Celestia remarked as her sister rubbed the transparent tummy.

Looking inside Celestia saw that Thorax’s stomach gotten to work on Twilight rather quickly. Already most of her pretty purple fur had fallen off, and bleeding red sores dotted her body.

Twilight kept her eyes closed while she fought against her digestive confinesso it took a minute for her to notice that she could see outside. When she finally did, Twilight pressed her face and hooves out toward the two sisters, tears streaming down her face as she begged them to save her. “Celestia please! I don’t wanna be food!”

Celestia put her hoof against Twilight’s on the belly. “Sorry Twilight, you already are”, she said with genuine remorse in her voice. “Changelings cant vomit, and even my magic yields to a changling’s obsidian exoskeleton.”

Somewhere in the back of Twilight’s head she already knew this, But hearing it confirmed by her mentor caused something in Twilight’s head to snap, and she began bawling her eyes out.”

“No… NO NO NO! Please Celestia, save me!”, she babbled as the stomach gave a loud rumble. “I hur-r-r-r-rts, I wan… I WANNA GO HO-O-OME!”

Celestia removed her hooves from the stomach, “Goodbye Twilight”

Twilight looked on as her mentor got up and walked out of the room, leaving her to face this horrible fate alone, and Thorax rubbed his gut once more, forcing Twilight to face it in the dark.

Luna meanwhile stuck around. Watching with morbid fascination as Thorax’s gut moved about, muffled screams of pain and pleading, emanating from within.

Unfortunately for Thorax, he could hear Twilight’s pleas for mercy clear as day, right up until the very end. He was almost relieved when a loud snap brought Twilight’s suffering to an end.

“She’s gone”, Thorax said rubbing the bulge that was Twilight Sparkle. “I’m not in trouble right?”

Luna looked up and smiled, “Not so long as thou join me for a date on Nightmare Night”

Ocellus cant help herself Pt1

“Get out of our school you freaking bug monster!”

“Hey! She ain’t a monster”, Sandbar retorted to the pony screaming at Ocellus.

“Sandbar, you want Yona smash tiny racist pony?”

“No Yona, This is still a friendship school…even if some ponies didn’t get the message.” Sandbar placed a hoof on Yona’s chest, “Let’s just go back to the dorms.”

“Why don’t all you freaks go back where you came from!”, the pony shouted as the three walked away.

Walking back to the dorms, Sandbar noticed Ocellus had taken the pony’s harsh words harder than he expected. “Don’t litsen to ponies like him Ocellus, ignorant ponies are always going to exist.”

“But he’s right, I am a monster”

Sandbar stopped in his tracks, grabbing Ocellus he spun her around to face him. “No you’re not! You’re the most accepting creature in this school, and my friend.” Sandbar and Ocellus continued walking toward the dorms. “Why would you even think something like that about yourself?”

Ocellus looked at the floor as they walked, “I know changelings don’t eat love anymore, but sometimes I have these… cravings”

“What do you mean?”

“I mean like, when I’m with you and the rest of our friends I’m fine, but whenever somepony makes me feel bad like that I just…”

“You just what?”

“I just, I…”

“What?”

“I wanna eat him!”, Ocellus’s voice echoed down the empty halls as Sandbar and Yona stood in shock at her words.

“You want eat pony?”, Yona asked, more curious than disturbed.

“I know I’m a monster! Please don’t hate me”, Ocellus started crying.

Sandbar stood there with his mouth open for a second before he recognized that he had to say something. “We don’t hate you we’re just… confused”, he said wrapping his hooves around his sobbing friend. “We all love you Ocellus, but you gotta walk us through this.”

Ocellus wiped her face and looked up at Sandbar. “You mean it? You don’t think I’m a monster?”

“Of course not!”, Sandbar assured.

“Bug pony is friend, not monster”, Yona chimed in stamping her hoof.

“You’ll always be our friend Ocellus. Now, can you just explain to us what you mean by you want to eat him?”

A slight smile showed itself on Ocellus’s face as she stood up. “I would never do it but, whenever I don’t have love I always feel this need to have somepony… inside me”, she explained. “Whenever somepony is mean, this weird feeling comes over me and I start to looking at them like food.”

“Yona is confused, you want eat pony yes or no?”

Sandbar stepped in front of Yona and took Ocellus by the hoof. “I think I understand. Look Ocellus, everytime you think about eating somepony I want you to just close your eyes, and think of me”, Sandbar kissed Ocellus on the forehead and looked back at Yona. “Let’s go, I think we’ve had enough friendship lessons for one day.”

{The next day}

The friends spent the day on a field trip with their substitute teacher Applejack. Rainbow Dash and Twilight were missing so Starlight had taken it upon herself to run the school in the meantime, and hired substitutes for the classes.

Out on this literal field trip, the group found themselves doing farm work more than they were learning any actual friendship lessons. Applejack had them harvesting apples and making hay, under the guise of it being a team-building exercise. To be fair to her though, Applejack was in the fields working with them the entire day.

As the sun set the group made their way up the road back to the school of friendship, but along the way Gallus started talking shit, like he always does.

“Hey Ocellus, heard you wanna eat Sandbar”, Gallus flew around in front of Ocellus with a shit eating grin on his face. “What’s the deal with that, I thought the bugs weren’t doing that sort of thing anymore?”, he asked in a mocking tone.

“Who told you about that Gallus!”, Sandbar demanded.

“Yona may have told Gallus about hungry friend. Yona sorry.”

“Yah she told me all about how bug girl here is hankering for some yummy pony m…”

“Shut up Gallus!”, Sandbar got between Gallus and Ocellus. “She’s our friend, what’s wrong with you?!”

“It’s ok Sandbar, he’s right”, Ocellus mumbled.

“No he’s not! You…”

“She... is a ticking time bomb”, Gallus interrupted. “Who knows what the crazy bug’ll do to us if we’re not looking.”

“Please... stop”, Ocellus begged.

“Knock it off Gallus I’m warning you!”

“What you gonna do pony boy?”

Sandbar turned to Ocellus, “I know your not a monster Ocellus. There comes a time when you’ve got to stand up and fight for yourself. Now is one of those times.”

Ocellus looked into Sandbars eyes and knew his words rang true. Standing tall she walked toward the griffon. “You better to be nice to me!”

“Oh ho-ho, look at the pony-eater standing up for herself” Gallus mocked. “And what are you gonna do if I’m mean?”

Before Sandbar could stand up for Ocellus again, she transformed into a giant terrifying bug bear and grabbed Gallus out of the sky.

“GRRR”, she growled. Bringing Gallus up to her snout, Ocellus roared into the frightened griffon’s face.

Gallus screamed as the ear splitting roarrang his ears, and the hot breath washed over his face. Opening his eyes Gallus saw the toothy maw of Ocellus slowly open wide, revealing… the throat.

“NO! don’t do it!”, Sandbar yelled. But Ocellusignored him. All she could hear right now were the desperate pleas for mercy, coming from her so called friend.

The group looked on as Ocellus stuffed Gallus into her mouth and swallowed.

* GULP *

Sandbar and the group watched the bulge of their friend make it’s way down and disappear inside the belly of the giant bug bear.

“She didn’t”, Smolder denied what she was seeing with her very own eyes. Ocellus had just eaten her boyfriend, whole, and alive.

Ocellus rubbed her giant belly for a moment before changing back into her much more appealingchangeling form… although with a ludicrously distended gut; a gut that now contained the squirming body of a still very much alive Gallus.

“Let him out”, Smolder screamed at the bloated changeling. “You let him out right now you monster!”

Ocellus shook her head before rolling over onto her side.

Sandbar walked up to her and leaned down. “I think he’s learned his lesson Ocellus, you need to let him out now.”

“I… I cant”

The whole group gasped at the girl’s words.

“What do you mean you cant!?”, Smolder demanded.

“I cant!”, Ocellus cried.

The goup heard Gallus give anagonized, muffled scream from inside of her body.

“I’ll get him out!”, Smolder walked forward, brandishing her sharp dragon claws.

“No!”, Sandbar yelled jumping in front of her. “Let’s get Starlight or something, we’re not cutting open Ocellus!”

Ocellus’s stomach gave a loud rumble. “HELP! IT BURNS!”

“He’s not gonna make it to Starlight! MOVE SANDBAR!”

“No, I wont let you!”

Smolder took a deep breath, readying herself to roast the pony that stood between her and her lover.

Before she could let lose the blaze, Yona slammed into her side; sending the tiny dragon over the fence, careening thirty yards away. Luckily the soft grass combined with Smolder’s tough dragon scales prevented any physical damage, but knowing that her friends were gonna just stand by and watch, as Gallus died right in front of them, that had Smolder crying.

“I’M SORRY! Just please, someone… HELP ME!”

Tears streamed down her face as Smolder heard Gallus begging for his life. “Please! He’s dying, do something!”

Sandbar looked back at Ocellus who was sniffling into the grass knowing what she had done and back to Smolder. Sandbar hung his head in remorse and regret. “Sorry Smolder, he’s already dead”

“YOU’RE ALL MONSTERS!”, Smolder screamed as she took to the sky. I’m getting princess ember! You’ll pay for this!”

Sandbar and Yona watched as their friend… ex-friend flew away toward the dragon lands.

“I’m sorry Smolder”, Sandbar said to himself.

Looking to yona Sandbar saw she too was now crying. “Are we monsters?”

Sandbar looked back at Ocellus in the grass and the now still mas of their late friend Gallus inside her. “I don’t know”

Ocellus cant help herself Pt2

A few days had passed since Gallus met his end inside of Ocellus. The girl sat outside what was now head-mare Starlight’s office, while Thorax negotiated on her behalf. She wasn’t trying to eavesdrop, but it was hard to not hear… when the screaming started.

“YOU ATE HER?!”, Starlight screamed at a now pretty much used to it Thorax.

“yah kinda”

“What do you mean kinda!? I can see the fat on your ass right now! Along with Rainbow Dash!” Starlight walked around her desk and smacked Thorax’s thicc tush.

“Yah, I need to stop… but I can’t.”

Starlight glared at thorax for a moment, “Noooooooo shit, neither can Ocellus.”

“What? Ocellus ate some-pony!?”, Thorax was shocked! He could see Pharynx eating a ponie or two but Ocellus? She was too nice for that… or at least he thought so. No-one would ever have assumed the girl was capable of doing something soo horrible to any-pony. “Who’d she eat?”

“Gallus, her griffon friend. I’m told he was acting dissatisfactory to Ocellus about her issue with love craving, and she… didn’t like it”, Starlight explained as she sat back down behind her desk.

“It’s an enormous mess for me to handle. Rumors of a pony-eater running around the school have the students missing classes, and Smolder has returned to the Dragon Lands to have princess Ember start a war. And to top it all off, now I find out the second most harmless changeling I know has eaten two ponies alive!”

“Second most harmless?”

“The first was Ocellus!”

“Oh, right. So what gonna happen to her?”, Thorax asked.

“Twilight wouldn’t want me to expel her, even after all this, but I can’t have her here. When Ember and Smolder show up there gonna be fuming… literally.”

“So what do we do?”

“You, take Ocellus back to your hive, and keep her there until all of this blows over.”

“Can she take a snack?”

Starlight leaned over her desk, “You better not mean what I think you mean.”

“Oh but I do, it’s a long trip, she’s gonna need a snack.”

Starlight slumped back into her chair. Sweet Celestia, this is insanity, she thought.

“Hmmmm?”, Thorax coaxed.

“Take Silverstream. Poor ditsy girl won’t put up much of a fight.”

“Good choice… I bet she tastes like chicken”, Thorax added as he walked out of Starlight’s office.

“Geez, I thought my evil phase was bad”

Outside the office, Thorax pulled Ocellus from the bench and walked her down the hall. “You know your friend Silverstream?”, Thorax asked in an ominous tone.

“Y-Yes, what about her?”

“I’ve got good news!, she’s your lunch today!”

Ocellus stopped in her tracks, “What?!”

“Yah, you get to eat her.”

“I would never!”

Thorax turned around and walked back to Ocellus, and placed a hoof on her shoulder, “I know you feel like a monster, but once you learn to accept the hunger you can enjoy it… like me.”

Ocellus looked at Thorax and noticed he had gotten thicc. “Y-You ate somepony?Who?”

“Oh I’ve had more than a few ponies, But most recently it was Rainbow Dash and Twilight.”

“You ate head-mare Twilight?!”, Ocellus was appalled. Her leader had eaten her teachers, and what’s worse is she couldn’t even hate him for it, not after what she had done.

“She was offered to me”, Thorax added. “If it makes you feel any better princess Luna would’ve eaten her if I didn’t.”

“Princess Luna what?!”

“Never mind that, let’s go get your lunch”, Thorax continued walking down the hall.

Reluctantly, Ocellus followed, not knowing what else to do.

They came to the girls locker room, and Thorax heard the bubbly voice of a certain hippogriff singing inside. Ignoring all social norms he simply wallked inside and shouted, “Silverstream, we’ve got a surprise for you.”

In an instant Silverstream appeared, still soaking wet from having jumped out of the shower. “Oh boy a surprise! Whatyougotwhatyougot?”

Thorax moved aside, letting Ocellus step forward.

“Hi Ocellus, are you the suprise?”

“Sort of”, Thorax said nudging Ocellus toward her prey.

Ocellus looked at the floor and asked, “Silverstream… will you, be my lunch?”

Silverstream tilted her head in confusion at the question. “Do you mean will I go out to lunch with you? Because I am hungry”, Silverstream said in her ditsy way.

“Silly girl”, Thorax steped back in front. “That’s not how this works… most of the time at least. What Ocellus meant to say was you are lunch”

Grabbing Silverstream by the neck, Thorax effortlessly drug the weak little bird in front of Ocellus. Consuming Rainbow Dash and Twilight seemed to have given him some power… as well as a bit of an ego.

Tossing her to the ground Thorax cracked his neck and looked at Ocellus. “Eat up.”

Ocellus stared at Silverstream cowering on the floor. The more she looked at the frightened bird the more Ocellus felt her hunger rise. She bent down and grabbed Silverstream’s arms.

“I don’t like this surprise”, Silverstream eked as Ocellus opened her mouth and pulled her inside. She felt the warm throat envelop her arms as Thorax grabbed her from behind and shoved.

She screamed as her head was taken into the mouth and a loud gulp pulled her struggling form deeper. Ocellus cried as she took another swallow. Not just because she was eating another one of her friends, but because… she tasted soo damn good.

“Hurry Ocellus, don’t got alot’a time here”, Thorax said as he shoved Silverstream’s upper half down Ocellus’s throat. Lifting what was left of Silverstream into the air, Thorax watched as Ocellus began a rolling swallow that rapidly pulled Silverstream all the way into her gut.

Closing he mouth over Silverstream’s rear hooves, Ocellus grunted and gave a loud…

* GULP *

and the girl that was Silverstream was now sealed away; nothing but food for the changling she once called friend.

Oddly enough, the stupid girl still thought there was going to be some sort of nice surprise, if her complaints from inside were anything to go off of.

“Umm, Ocellus? It’s not very nice in here, can I come out now?”

Ocellus rubbed her squirming gut as Thorax helped her to her hooves. Her belly was so swollen it drug along the ground at some points.

“How’s she feel?”, Thorax asked.

“It feels good… and horrible”, Ocellus sniffed.

“You’ll get used to it, now, let’s get home”

As the two walked through the halls of the school, and the streets of Ponyville, every-pony stared at the struggling mass in Ocellus’s gut. By this point the rumors of changlings eating ponies had become more or less the news of the day.

Most ponies dismissed it, but seeing it confirmed with their very own eyes had every-pony, well… screaming.

“Don’t eat me!”, one pony screamed as she ran into her home.

“AHHHH!”, a foal yelled and ran off.

“I cant believe you!”, Rarity hollered at the two as she stepped in front of them.

“Something wrong Rarity?”, Thorax asked as Ocellus hid behind him.

“I didn’t want to believe the rumors but… Why?”

“What?”

“Why did you eat our friends?!”

Thorax rolled his head. “Rainbow asked me to eat her and Twilight was offered to me by Celestia.”

“But why!?”

“Because they were delicious”, Thorax licked his lips.

“You’re monsters! You to Ocellus!”

“Watch your tongue pretty pony, unless you want a good look at mine”, Thorax opened his mouth wide and extended his tongue, showing Rarity the rippling flesh tunnel that had claimed her friends.

Slightly scared Rarity backed away “You’ll not get away with this!”, Rarity ran off, leaving the two changelings to continue their journey back to the hive.

As they left town, Ocellus’s stomach kicked things up a notch.

“Ow ow ow! Ocellus help!”, Silverstream cried as her body was assaulted by the digestive enzymes. “It hurts!”

“Is there any way to let her out?”, Ocellus asked.

“Maybe, but you wouldn’t want to let the girl out at this point anyway… wouldn’t be pretty”

Ocellus watched at her paunch as they walked. “MOMMY!” came a pained scream from the girl trapped inside. At this point Silverstream’s limbs were being eaten away. Her feathers were all but gone and deep burns spotted her body. “it hurts! Please Ocellus, I WANNA GO HOME!”

“She’s dieing”, Ocellus said in a voice that made it soundas though her own soul had left her.

“I know… it’ll be ok, I promise”, Thorax assured her as they came to the clearing that contained their hive.

By the time they reached the hive, Silverstream’s screaming and struggling had ceased. Whether or not that was because she had passed on or because she had simply given up, Ocellus did not know. All that could be seen or heard now were loud gurgles, and the occasional demure belch that Ocellus would let out.

Approaching the entrance to the hive Thorax was greeted by his favorite guard, however that guard was not in a good mood.

“You hypocritical bitch!”, Pharynx yelled at his returning leader. “I put a couple ponies in a bag and I’m a monster; then you go and put a couple in your stomach!”

“You don’t have the discretion to eat ponies and get away with it”, Thorax countered.

“You wanna bet?!”, Pharynx walked up and stuck his nose in Thorax’s face.

“You wanna get thrown in a dungeon go ahead. I’m staying here until the heat dies down.”

“Oh-ho I’m gonna enjoy this. WERE BACK BABY!”

Pharynx Pt1

Pharynx made his way through Ponyville, in disguise of course. No need to attract any unwanted attention, or god forbid have Thorax say anything resembling I told you so.

He looked around at all the ponies and thought to himself, I’ve waited so long to have this again and now I cant even decide which one I want to eat!

He saw a pretty little beige mare go into her house and just said. “Fuck it, that one! Why not?”

Following behind, he approached her front door. It was locked. “Damn!” Looking around he saw the streets were too busy to just kick the thing in, so he snuck around back and scaled the wall to an open window.

Falling through the window into a bedroom he found the little mare having at herself with a vibrator. At least that’s what she was doing until a random pony broke in.

“What the hell?! Who are you!?”, Bon-Bon screamed. Covering herself with the blankets as she watched the intruder get back to his hooves.

Pharynx ignored her. “Geez what a horny girl, you just got home.”

“What are you doing in here?!”

Pharynx ignored her again. Walking up to the bed he grabbed Bon-Bon by her rear hooves and drug her to his side of the bed.

“AHH!”, she yelped as she was pulled along the mattress. Looking up Bon-Bon watched the pony transform into a changeling.

“I’ma give you a good rutting before I eat you”, pharynx declared, extending his forked tongue with an evil grin.

“W-What!?”, Bon-Bon stammered. Looking down she saw the changeling’s ovipositor was out and standing between her thighs. “nonononono, GET AWAY!”

Pharynx punched the squirming mare in the stomach, knocking the wind out of her.

“Hold still”, he ordered in a flat tone. Yanking the wheezing mare back he slid his slimy appendage into her still moist cunt.

“P-PUL * cough * IT OUT!”

“I will, when you’re full of eggs.”

Bon-Bon went wide eyed at his words. Looking down she saw the large masses floating around in his translucent belly. “GET OFF!” She fought back against, him but Pharynx simply layed himself on top of her.

Pinning her hooves to the mattress, Pharynx started humping. “I forgot how soft pony pussy was.”

“Lyra, some-pony, HELP!”, Bon-Bon yelled out, but no-pony came. All she could do was watch the body of the changeling on top of her move rhythmically back and forth as he raped her.

It wasn’t long before she felt the first one… then a second, and a third. “Ewww-w-w!”, She cried as the large green eggs forced their way into her body. She could see the bulges they made on her tummy as they worked their way inside.

“Ohh that’s good”, Pharynx moaned as he layed his non-fertil eggs into a different species… for fun.

After Bon-Bon was good and stuffed, Pharynx removed his ovipositor and climbed into bed with her. He must have layed at least nine of those big eggs in the girl and her belly showed it. Not like it mattered. He was going to get the protein back very soon.

Bon-Bon felt the changeling rubbing her swollen gut. “g-go away”, she moaned as pharynx grabbed her shoulder and rolled her onto her side.

“I filled you up, your turn”

“Huh?” Looking up Bon-Bon saw Pharynx coming at her head, with his mouth wide open. “NO!”, she screamed as she scurried to the edge of the bed.

Pharynx quickly grabbed her rear hooves and brought them up to his mouth. Bon-Bon attenpted to kick him in the face, but the changeling held her firm.

Gripping her tight Pharynx looked Bon-Bon in the eyes. “You struggle… I bite.”

Noticing the razor sharp fangs in Pharynx’s mouth Bon-Bon relented. Against her better judgment she allowed the changeling to swallow her legs.

Knowing she was about to be eaten Bon-Bon started sobbing. “Lyra, save me-e!”, she cried as the changeling’s throat moved further and further up her body.

“I DON’T WANNA BE FOOD!”

Pharynx meanwhile was eagerly feasting on the delectable mare. Her delicious flavor helping to drown out the annoyance of her constant wailing.

As he approached Bon-Bon’s neck he extended his forked tongue to taste the tears streaming down her face.

His maw wrapped around her head, Pharynx tilted his neck up and swallowed; sending the helpless mare down into the hell that was a changeling’s stomach.

As soon as she slipped inside, Pharynx spread himself out on her bed and began rubbing his gut. Watching them squirm inside was always the best part for the sadistic bug monster.

As soon as she came into view Pharynx began taunting the poor thing. “How you doing in there my little pony? Is my stomach treating you alright?”

Bon-Bon looked out at the changeling who’s belly she was trapped inside of. She thrashed about screaming as the stomach began the long, slow process of digestion. “Let me out, it’s horrible in here!”

“Yah a stomach’s not really fun. I do like the squirming though, keep that up”, Pharynx rubbed the squirming mare for a few moments, but then the bedroom door opened and Lyra stood dumbfounded.

“Uhh hi?”, Pharynx said to the confused mare.

“Where’s Bon-Bon?”

“Bon-Bon? Ohhhhh… yah she’s”, Pharynx pointed at his massive gut.

“What?!”, Lyra asked, more out of disbelief than concern. Running up onto the bed she peered into the changeling’s stomach. There she was clear as day, Bon-Bon in a tummy.

“T-This, this is”

“What, horrific? Monstrous? I’ve heard it all”, Pharynx went on. “She ain’t coming out so don’t even ask”

“This is… super fucking hot!”

“Huh?”, Pharynx was deeply confused at the mare’s reaction. As was Bon-Bon but she had larger concerns than her friends kinks… or so she thought.

“You ate her! And now she’s all wrapped up in your tummy!”

“Uhh yah, I did.”

“And now she’s your food’

“Yah, she is”

“HAWT!”

“What the fuck is wrong with you? You freaking goofy mare!”, Pharynx yelled as he scooted back to the head of the bed.

Lyra layed forward on her stomach, watching her lover dissolve in the changeling’s belly. “Can I listen?”

“Hell no! Keep the fuck away from me!”

“You want me to call the guard?”

“Don’t do that, just…”, Pharynx thought about it and realized he really didn’t have much of a choice. He couldn’t get away with a belly full of pony, and this girl was obviously not… normal. “Fine just, hooves where I can see’em.”

Lyra smiled and crawled forward to Pharynx, laying her head on his belly.

“Lyra, help me please! IT BURNS!”, Bon-Bon begged

“I can hear her! This is soo cool!”, Lyra listened to the sounds the stomach was making as it worked on her lover. She heard the sizzling of acids and the groans it made when it pressed in on Bon-Bon.

“Will you eat me next?”, Lyra asked.

“No way, I don’t want whatever is wrong with you becoming a part of me”

“Awww come on. What if I cover myself in chocolate syrup.”

“I hate chocolate. Go feed yourself to a dragon, those freaks will eat anything.”

“Dragons eat ponies?”

“Duh.”

During this whole interchange Bon-Bon had become delierious from the pain of being digested. Her pretty mane had fallen away and the poor girl was bleeding in several places.

“Lyra.. please, help”, Bon-Bon weezed

As the acids rose above her head. The mare gave a final series of thrashes and then… everything went still.

“She’s gone”, Pharynx said as he rubbed his gut back to it’s translucent state. “Now, you gonna be a good pony and keep your mouth shut?”

“If I tell the guards are you going to eat me?”

“FUCK”

Author's Note

Yes I know Pharynx would have transformed by this point in the series, but I like evil bug Pharynx more.

Ocellus Pt3

TCHT Chapter 6 Ocellus Pt3

Ocellus walked around the hive. She was happy to be home and seeing her old friends, but many of the changelings were not happy to see her, or Thorax for that matter.

Some hailed her as a hero for being brave enough to do what so many wanted but none had tried. Others hated her for breaking the code that they had all agreed to live by.

Either way, Ocellus was just happy to be home and not in a dungeon somewhere awaiting sentence to Tartarus… or worse. She was on her way back to her own little nook in the hive when she noticed a large group of changeling’s running toward the front gate.

“Where’s everyone going?”

“Pharynx is back!”, a one hollered as he continued on toward the gates.

Oh no, Ocellus followed the crowd out to the front of the hive, where Pharynx stood with a smug grin on his face.

He was there with two ponies. The first, Ocellus didn’t recognize, a teal mare with a harp on her flank, but the other…

“SANDBAR!”, she shouted forcing her way through the crowd to get to her friend.

“Ocellus!”, Sandbar shouted back as he was reunited with his friend. The two embraced in a tight hug. But then Sandbar did something Ocellus did not expect.

He kissed her.

“Oh um, wow”, A red faced Ocellus meekly said as shetook a few steps back.

“It’s great to see you’re ok.”

Sandbar looked around. “Why did you come all the way back to your hive?”

“Starlight said me and Thorax should stay here after we… you know”, Ocellus looked at the ground.

“It’s all right Ocellus”

“No it’s not! Our friends are gone and it’s my fault!”

“What are you two talking about?”, Pharynx demanded.

Sandbar ignored him and continued to comfort Ocellus, which was a bad idea.

Pharynx grabbed Sandbar and opened his mouth wide.

“NO! STOP!”, Ocellus screamed.

“What, you gonna eat him?”

“No he’s my friend!”

“So? I thought you were here cuz you ate your friends?”

Pharynx’s words almost had Ocellus in tears in front of everypony there, but her concern for her friend overpowered any and all of the other emotions she felt.

“Put. Him. Down.”

Pharynx scowled at her and dropped Sandbar onto the ground. “Fine I still have to find someone to eat this other mare anyway.”

“You said you were gonna eat me”, Lyra complained.

“NO, I said you’d be eaten at the hive”

“AWW”

Pharynx then grabbed Lyra, his ‘food’, and walked through the crowd of changelings, taking most of them with him. A few stayed, one of which was Thorax.

“Ocellus we have to lay low, he cant be here”, Thorax informed the couple holding each other.

“But him and Yona are all I have left”, Ocellus wined as Sandbar held her close.

“I’m sorry but either he goes back to Ponyville, or he goes in your stomach.”

“It’s ok Ocellus”, Sandbar pulled himself away.

“No it’s not, I want you to stay!”

“No Ocellus I mean, you can eat me”

Ocellus was shocked at Sandbar. He knew first hand what it was like for Gallus, and yet here he was, offering to put himself through that same hell.

“Here…”, Thorax pulled out a vial of purple fluid, “you might want this. It’s a pain killer. It wont stop all of it, but it should make, well… dying a little easier.”

“I’m not eating him!”

“Why not Ocellus?”, Thorax asked. “I mean he’s offering.”

“Because I… I love him!”

Sandbar already knew Ocellus had a thing for him, but hearing her finally say it out loud brought a smile to his face. “I know, I love you too”, he admitted, hugging the emotional girl tight. “That’s why I want to be a part of you.”

“Look Ocellus he wants this”, Thorax leaned down and wraped a hoof around Ocellus’s shoulder. “When Rainbow asked to be eaten, I was reluctant to, But when I finally did it, it was the most wonderful feeling of my life.

Thorax neglected to inform Ocellus about Rainbow having begged to be let back out by the end of it, or that he regretted laying there while her life faded inside of his body; but even Thorax was uncomfortable acknowledging that part.

“No… I wont do it!”, Ocellus said emphatically.

Sandbar gave her a kiss, before standing up and downing the painkillers. He looked at Thorax sternly. “Make it happen.”

Thorax nodded and motioned to the changelings behind him. They moved up and grabbed Ocellus by her hooves, and spread her on the ground.

“W-What are you doing?!”, Ocellus babbled, before her her mouth was pried open by one of her fellow changelings.

Oh no, please Sandbar.. NO!, Ocellus realized what was happening as Sandbar stood above her.

“It’s ok Ocellus, everything is gonna be ok”, Sandbar leaned down as if to kiss Ocellus, but instead he forced his head into her gaping maw.

“Give him a hoof”, Thorax ordered.

Two changlings grabbed Sandbar’s lower body and hoisted him into the air, and crammed him down Ocellus’s throat like they were driving in a fence post.

No please! I don’t wanna!, Ocellus did her best to force Sandbar from her body, but regardless of how hard she tried, the changlings continued to force feed her… her best friend.

By the time Sandbar’s belly entered her mouth Ocellus’s body had taken over. Against her will her throat began swallowing the mass blocking her airway. Noticing that Ocellus was finally gulping, the two changelings simply held on and watched as Ocellus rhythmically swallowed and slurped the pony down into her distending gut.

As soon as his hooves passed into her mouth the changelings pinning Ocellus to the ground backed away… they were no longer needed.

Once all of Sandbar had settled in her stomach Ocellus began screaming.

“NOOOOOO!”, she cried knowing it was too late. “GET HIM OUT THORAX!”

Thorax shook his head, “You know I can’t”

Ocellus felt Sandbar moving around inside her and her hooves flew to her paunch. She rubbed it clear and looked inside.

There he was, the pony she loved, digesting away inside her… and she could do nothing but sit and watch.

“It’s ok Ocellus, don’t be sad”, Sandbar said, extending a hoof toward the crying girl’s face. “Now well be together forever.”

“No we won’t dummy, you’ll be gone and I’ll be all alone again!”, Ocellus cried. She could already see burns appearing all over Sandbar’s body. “I don’t want this!”

* cough cough *The acidic air made talking to Ocellus from inside her stomach dificult. “It’ll be ok, You’ll find somepony else, and I’ll be there when you do… on your flank.”

The stomach groaned and the acids rose up. Sandbar’s limbs were falling apart as he looked outside one last time. “I love you.”

“I love you to!”, Ocellus layed her head on her belly as Sandbar’s final movements faded and his soul left this world.

Thorax motioned for everyone to leave and let the poor girl be alone. Shestayed there for the next seven hours, her head layed atop her stomach… sobbing.

{The Next Day}

Thorax approached Ocellus, still laying in the dirt outside. “I’m sorry Ocellus, but I…” Thorax stopped when he saw that Ocellus was glowing. He watched her turn brighter, and grow to four times her original size. Her chitin turned dark red and her fangs came back. He then witnessed the transformed girl extended her wings. They spanned almost eight feet and herrazor sharp appendages tapered to points on each side.

Thorax backed away as Ocellus turned and walked toward him. Towering over her former mentor she grabbed him by the neck and hoisted him into the air.

“Ocellus I’m sorry I…” Thorax ceased his useless words as the girls grip around his puny neck tightened.

“No you’re not… not yet”, Ocellus then stuffed Thorax into her mouth and ravenously swallowed the changeling king down in seconds. Thorax splashed into her giant stomach and immediately began screaming in agony. The acids that now populated her stomach were like nothing he had ever felt. They ate through his hardened exo-skeleton in seconds, and began dissolving his limbs. As his insides spilled out Thorax could hear Ocellus speaking above him.

“You, and every creature… are going to pay”, Her voice reverberated throughout the stomach with the same tone and inflection as their former queen. Ocellus spread her giant wings. “I have nothing left now, except hunger”

* FWOOF *

Author's Note

I don't even know what I was thinking when I wrote this one, so don't over think it yourselves.

Pharynx Pt2

Pharynx watched as the creature that was Ocellus, flew off to the east and thankfully, away from the hive. The few who witnessed their kings rapid consumption dared not attempt a rescue for fear that they may meet a similar, painful end.

As he mourned the loss of his brother Pharynx was quickly approached by several changelings, wondering what they should do without Thorax.

Pharynx looked at the small crowd that had gathered behind him. “I never thought I’d be the one saying this but, were not eating ponies anymore”, Pharynx declared stoically. “It took losing my brother but I get it now. The hunger never stops it just fades, and it comes back stronger.”

Pharynx’s eyes grew darker, taking on the hue of his former brother’s.

“If we… if I, keep going, we’ll all either end up like that monster, or my brother”, Pharynx spotted a changeling in the back who was in the process of scarfing down Lyra, and turned the crowds attention to him.

“Go ahead… eat her, you’ll feel great… for about a day, but then you’ll need another, and another. You’ll end up like me, hungry, angry, and never EVER,feeling truly full.”

The crowd watched as the changeling pulled the saliva covered mare form his throat and layed her on the ground.

“Well what are we gonna do then Pharynx?”, a girl in the front asked. “All of Equestria thinks we’re gonna eat them now, and Ocellus doesn’t look like she’s going to help change their minds.”

Pharynx wanted revenge for his brother, but knew, should he seek it in his current state he would meet the same end. He needed more power, but was now unwilling to consume any-pony to get it.

He thought hard for a moment and an idea clicked in his head.

“Gather the old black guard, we’re going hunting.”

“But Pharynx you just said?..”

“I know what I said!”, Pharynx took a deep breath. “Just gather the men, we’re going to find Chrysalis.”

{The Everfree}

Pharynx and his men moved through the dense forest as they tracked the unmistakable traces of their old queen’s magic. The forest bled dark magic, making itthe perfect refuge for the dethroned monarch.

Two miles in they heard a voice over the ridge. Climbing over, the party came to a clearing where they found Chrysalis… talking to a stump?

“Oh they’ll see, they’ll all see! I’ll drain them all, and Starlight will watch as I..”

“What the hell is wrong with you?!”, Pharynx shouted at Chrysalis.

Startled by the voice, Chrysalis spun around and fired a beam of magic into the brush which Pharynx deflected upwards. The beam cut through every tree limb on it’s way up and into the sky, but did no damage to Pharynx.

“You’re still strong. That’s good”, Pharynx remarked as he and the black guard exited the brush.

“Who are you?!”, Chrysalis demanded as the group surrounded her.

“You see? That’s why you’re not queen anymore. You don’t even remember your captain of guard.”

“Pharynx?”

“Yup”

Chrysalis chuckled, “Well my loyal captain, have you come here to serve me?”

“No… they have”, Pharynx motioned to the men, and they sized Chrysalis by her hooves before spreading the weakened queen on the ground.

“What is this?!”

Pharynx cracked his neck and bent down to the restrained queen. “I need your power to kill a rogue changeling.”

Hearing this Chrysalis began fighting for her life, now knowing exactly what Pharynx’s intentions were; but the black guard were strong, stronger than they were while she still ruled, so she wasn’t going anywhere… execpt well…

“I’d say I was sorry but, you’ve kinda had this coming for awhile”, Pharynx opened his mouth in front of Chrysalis’s eyes.

“NO! You cant do this, I’M YOUR QUEEN!”

nope, you’re just lunch, Pharynx thought as his men forced the struggling girl into Pharynx’s open mouth.

The size difference between him and Chrysalis made swallowing her difficult, but Pharynx had consumed enough obese ponies in his time to know she would fit just fine. His larger concern was whether or not his stomach would be able to digest one of his own.

Chrysalis thrashed against the men holding her, only to have two more jump to their aid and force her upper body into their new king.

This isn’t possible. Chrysalis denied the reality of her situation as the warm flesh of Pharynx’s maw wrapped around her hind legs, and her hear popped into the acidic chamber of her former subject’s stomach. Some of the acid splashed up onto her face. It burned her eyes and mouth as it ate away her dark chitin. This small taste of pain made the proud queen realize just how bad this was going to be.

“PLEASE! I’ll give you anything just… PULL ME OUT!”

They did not. The men grabbed her rear hooves and shoved hard, forcing the remainder of her body into their king’s maw, and rolling Pharynx back onto his flank in the process.

Slurping down what remained of their former queen, Pharynx gave a final, quiet..

* gulp *

And she was gone.

Well not gone, but the poor girls fate was sealed. As pained screams emanated from Pharynx’s massive gut, the men watched, withno sympathy for the queen that had put so many ponies, and even her own through the same horrible fate.

One of the guard had a special hatred for Chrysalis for having eaten his sister when she dared to claim she had been more pretty then her. He motioned to Pharynx, rubbing his gut to indicate he wanted to see her suffer, but Pharynx shook his head.

“Hearing her is bad enough, I don’t need to see this”, he remarked motioning for the guard to come closer.

Leaning his head down the guard placed his head against Pharynx’s stomach.

“Help me, PLEASE! I cant die like this! So Much PAIN!”

“Holy!”, the guard fell on his ass and shimmied away from the thrashing gut.

“Yah”, Pharynx breathed. “You think it was this bad for Thorax? I hope not”, Pharynx said, mostly to himself as he listened to Chrysalis slowly digesting inside him.

“How long is it gonna take?”

Pharynx rolled over on his side. The motion causing the queen to produce even more muffled screams. Pharynx looked at the group of men watching his gut intently.

“Someone please, IT HURTS!”

“It’s gonna be awhile”

{Several Hours Later}

“She’s dead”, Pharynx said as he got to his hooves.

“So… what do we do now?”, the guard asked as the men gathered round.

“Once she’s finished digesting I am going to kill Ocellus… or die trying.”

“You think you can do it?”

Pharynx felt a large increase in his power already. If the trend continued he would be more than a match for the sun godesss herself, let alone Ocellus… or whatever monster she was now.

Pharynx walked to a large nearby tree . He grabbed it at the base and up-rooted the entire thing with with his bare hooves, tossing it over the forest canopy and into Celestia knows where.

The men watched in awe at their king’s newfound power. As he turned to face them the men could already see physical changes happening to Pharynx’s body structure. He was getting bigger. His horns were growing and his chiten was turning a glossy black as it hardened into an steel like substance.

The men had no idea what to make of this, and to be honest neither did Pharynx.

But he gathered himself, turned to the men, and answered the question.

“Yah, I think so.”