To most, the sound of their stomach dissolving its inner lining would be terrifying. To Gallus, it’s Tuesday.

After another unsuccessful day of begging, borrowing, and stealing from his fellow avians, what’s a hungry griffon to do but go back to his roots as a bird of prey.

The rustling of leaves briefly overtook his stomach's disquieting gurgles as Gallus stalked through the underbrush, eyes searching desperately for anything of sustenance. “I know I’m hungry. Message received!”

Straining to see in the dimming light, his beak widened into a triumphant smile, only to fall as the berries he’d been foraging came into view. Instead of sweet, delicious blueberries, Gallus’s claw wrapped around a stem of deadly nightshade, nearly identical to its safe, nourishing cousin.

“You’ve got to be plucking kidding me,” he hissed, chucking the toxic berries into the woods. A sharp pain from his stomach signaled its displeasure, causing Gallus to double up.

As his body burned what little energy he had left, a light scratching brought him back to reality. Whipping around, his eagle eyes locked onto a particularly fat squirrel, lazily climbing after its late-night feast.

Gallus felt his tongue drench in enough saliva to put out a wildfire as just the thought of fresh meat made his belly rumble with the tremor of an earthquake. Crouching low to the ground, his claws slunk forward, always overlapping with his hind paws to avoid disturbing the nearby brush.

Muscles tensing, his nostrils flared with excitement as his prey came into striking range. The scent of woodland critters overwhelmed his heightened senses, honed from the desperation of nearly starving to death. Just a few more seconds and he’d be feasting better than King Grover himsel–

WHAM!

Instead of soft fur and warm flesh, Gallus’s talons crashed against the hard carapace of something much more durable than any squirrel he’d ever known. Flailing away from his assailant, he flapped his wings with all the force he could muster, relying on pure adrenaline to take to the sky.

As he tumbled to the ground, he caught the bushy, brown tail of the squirrel disappearing into a tree trunk, sentencing him to yet another day without a decent meal. Fighting back the urge to screech, he spread his wings and readied his talons to eviscerate whoever had tried to steal his prey. “That was mine, you chick of a–”

He stuttered as his attacker shook its– her head to stare back at him with an expression of deep dislike. Despite hearing stories from the fletchling bullies that used to scare him, he’d never met an actual changeling as most tended to keep themselves hidden to feed and avoid conflict.

His amazement was soon replaced with fear as she emitted a loud buzzing noise not too different from a swarm of aggressive flash bees. Stamping her hoof, she crouched into a battle stance and hissed, “Who are you!? Why did you attack me while I was hunting!?”

In between bouts of stunned silence and terrified shaking, a spark of indignation flared in Gallus’s chest. Years of stubborn griffon pride overtook his more logical thought to bail and made him shout, “Me!? I didn’t attack you! You’re the one that attacked me, you rotten piece of Swiss cheese!”

The changeling’s eyes narrowed as her buzzing grew louder. Concentrating her magic, she felt her limbs elongate, her body widen, and muscles grow until she resembled the terrifying image of a buzz bear, claws, teeth, and stinger all primed to attack.

Gallus barely had time to react as her newly grown mass charged him head on. Diving to the side, he winced as she crashed into a tree, ripping its roots from the ground in one clean sweep.

Searching around for an escape route, he felt his stomach lurch as she spun around with a dexterity beguiling her size. Seeing no way to outrun her imposing form, he put on his best battle face and readied himself for a fight he surely could not win. “I-Is that all you got!? I can do this all day!”

The changeling hesitated for a moment before rushing forward, throwing herself at him with the recklessness of a raging bull. Gallus pulled back his talons, ready to lash out the moment she got within striking range, but before he could take a swing, she vanished.

Instead of being stampeded, something small and light impacted his chest fluff. Knocked off balance, he reflexively shoved the surprise embrace away as if afraid of catching some fatal disease. “What are you-”

He broke off as her tiny frame began shaking uncontrollably, spasming on the cold dirt ground. Her coughing fit made him recoil as memories of sick griffons forced their way into his head, making his stomach feel somehow emptier than it already was.

Fighting the urge to gag, he staggered away from her, making sure to hold his breath to avoid catching whatever illness she carried. Covering his beak with his wing, he sputtered, “Great Grover! What in Tartarus is wrong with you!?”

The changeling panted for a few more seconds, desperately enduring the gut-wrenching pain in her abdomen. After the worst of the agony passed, she licked her cracked lips and whispered, “s-starving…”

Gallus paused as she began clutching her belly in vain. The pain in his own stomach flared up at the familiar sight, and he felt his scowl soften with whatever passed for sympathy in Griffonstone. Lowering his wings and talons, he adopted a gentle frown and muttered, “Aren’t we all. Thanks to your little stunt, neither of us are getting dinner tonight! You’re a little too buggy for my taste.”

The two creatures sat there, each trying to ignore the gnawing sensation in their empty bellies. After an unspoken moment of understanding, he asked, “You on your own too?”

The changeling looked up in surprise before considering her options. Glancing at his sharp beak and wicked claws, she replied, “No, I’m with my hive. We number in the thousands, so don’t get any ideas.”

His eyes widened as he imagined thousands of terrifying bug ponies transforming into a menagerie of wild and dangerous creatures. In spite of his better judgment, he exclaimed, “Thousands!? How are any of you hungry with that many hunters? You must be loaded with food!”

Her wings gave an irritated buzz as she shot him an affronted glare. “I don’t eat food like you do! We feed on the emotions of other living beings, and that fat, happy squirrel would have fed me enough to get back to my hive.”

“Emotions?” Gallus said, blinking back his surprise, “The only emotion I’d be eating is the knuckle sandwich the shopkeeper will feed me if I call his wife a bald eagle again.”

His plumage puffed out in spite of himself as the changeling let out a cute giggle devoid of her usual predatory buzzing. Smoothing out his crest feathers, he cleared his throat and continued, “I’m Gallus, starving griffon extraordinaire. You got a name, or should I just call you bug butt?”

Staggering to her hooves, she put on a weak smile and replied, “You can call me Ocellus. I’m sorry for crashing into you. That squirrel was the only food I’d seen in days, and I wasn’t paying attention.”

Gallus blinked at the sudden apology. “Uhh, yeah! No problem, I guess…”

The awkward moment drew on with Ocellus staring at him, a hungry look in her pearly eyes. A nervous chill ran up his spine as he noticed her sharp fangs and jagged horn, still honed even without her magic.

“Well, I guess I should go,” he started, giving his wings a test flap. “I’m sure there’s something else to eat around here. Good luck with whatever it is you’re–”

“Wait!”

Ocellus reached out a perforated hoof, desperate to keep him from flying away. Sensing his growing trepidation, she hurried, “I know this is a lot to ask, but may I please drain some of your emotions? I don’t think I’ll last another day if I don’t eat something soon!”

Gallus let out a squawk of protest. “Drain my– hell no!? No way I’m letting you suck me dry! You’ll eat my soul after you pry it out of my cold, dead body.”

“I’m not eating your soul, just some of your emotions! You’ll replenish whatever I take soon. Promise!” Recalling her infiltration lessons on griffon society, she offered, “And I’m not asking you to do it for free. If you let me drain some of your emotions now, I’ll use my disguising magic to bring you some solid food.”

His stomach let out a loud rumble, begging for any source of fuel. Cursing his body for revealing his desperation, he retorted, “How do I know you’ll hold up your end of the deal? I’m guessing you don’t have anything on you right now.”

“You don’t,” Ocellus said plainly, “But judging by the ribs showing through your feathers, I’d say you don’t have much longer than me. If you had any better options, you wouldn’t be rummaging through the forest, burning calories in a longshot bid at catching prey on an empty stomach.”

Gallus’s beak fell open as her sound logic shut down any hope of negotiation. Biting his tongue, he let out a resigned sigh and chuckled, “You’re a lot smarter than you look, bug butt. Alright, do what you have to, but don’t leave me looking like a raisin!”

Closing his eyes, he sat back and braced himself for whatever nightmarish method it took to suck emotions out of his skull. His jaw clenched as an overwhelming sense of dread washed over him, preparing for the unbearable torture.

“EEP!”

Instead of pain, he felt something warm and wet caress the tip of his cock. His wings involuntarily flared out as the shock paralyzed his whole body, unable to escape the gentle ministrations.

Gazing down at her prostrate form, he gaped as Ocellus unashamedly took his shaft into her mouth, swirling her tongue over the tip with the skill and dexterity of a professional streetwalker. “W-What in Grover’s name are you doing!?”

She glanced up, cock still in maw, and shot him a confused look. “Eew shad teu drein eyor lov, rigt?”

Still recovering from her performance, he took a few shallow breaths before stammering, “You never mentioned there’d be a blowjob involved! I thought you’d just use magic!”

Ocellus rolled her eyes before pulling back, making sure to stroke his cock with her hoof to keep his erection up. “That’s how changelings drain emotions. We feed off the love other creatures have for each other, and one of the easiest ways to get it is through sex. Can we continue?”

Gallus tried in vain to form a coherent sentence, which ultimately ended with a gargled, “Uhhhhhhhh…”

Taking that as a yes, she bent down to resume fellating him, eager to consume the love stored in his aching balls. As the head of his cock tickled her throat, she used her magic to elongate her neck, allowing her to reach all the way to his base and beyond.

“Mmmnngg,” he moaned, unprepared for her magic touch. Being a homeless street rat never made him popular with the ladies, and Ocellus’s professional talents quickly brought a familiar tingle to his groin. “Fuck! Ocellus, I’m gonna–”

The words had barely escaped him before he exploded into her gaping maw. Ocellus easily took every drop of his pent up load using her newly extended neck to keep him hilted all the way through his climax. As his ecstasy grew, he unleashed a torrent of pleasure and lust into the air, which she quickly clung to and began draining as it flowed out of his frail, shaking body.

Gallus moaned as lightning bolts of pleasure shot up his spine. Unable to endure his sudden release, he fell onto his back, quivering from the intensity of his orgasm. “Ooh, fuck! That feels so… so…”

As the pleasure slowly faded away, a slight stinging began creeping up in its place. The pain and pleasure fought briefly for control before the pain overtook any pleasurable feelings in his cock. “Hnng! Uh, Ocellus? What are you doing?”

His stomach dropped as her eyes, once pearly and clear, now bore the look of a crazed animal devouring its prey. Before he could do more than yell, Ocellus grabbed his claws and pinned him down with a strength only a fully-fed changeling could possess. “Feeeeed…”

The unbearable agony of having his love sucked out caused his hind legs to contract. Beating hopelessly at her overbearing form, he writhed for what felt like hours until he could take no more.

As his vision faded into a sea of black, he let out one last, desperate cry and wondered if anyone would come looking for him, already knowing the answer.

Author's Note

Heyyy, I know this one is kind of intense, but I wanted to write something a little different from the usual fairy tale happy ending deal. Don't worry, I won't go all nightmare moon on you.