Zecora and the Shapeshifter
Amber swung silently from tree to tree, a slithering mass of silently swinging tentacles. She loved her nightly roams of the Everfree. She loved tasting and feeling new flesh become a part of herself. She grew tired sometimes of the stifling and irritating process of social interaction, it was really not her forte, just a curiosity that grew as she discovered and explored her blooming ability to create emotional and social connections, fostered by that cute little human. However, it was liberating sometimes to just leave that all behind and become the predator she was meant to be, to freely assimilate her prey, or even become more primitive and tear raw inefficient teeth into them and wriggle her tentacles through the warm wet blood and frightened flesh of her prey.
Another rabbit was speared by her barbed, bone knife tipped tentacle. Her mouth smiled and it widened unnaturally with her slitted leering eyes glowing in the dark, her teeth became sharper and longer, growing out of her gums as her face leapt forward from the darkness to grotesquely bathe her face in gore and delicious meat. This is what she was meant to do. It was better than any grotesque masturbational sexual experiment she could dream of.
Another tentacle slithered into a fox's underground den and she shivered in pleasure as her flesh fused to that of a sleeping fox. The fox was startled but it was too late, it became paralyzed as its flesh quickly turned, dissolving and becoming a part of the tentacle. Delicious flesh liquified and filled her, fueling her body. Another morsel was consumed.
Sometimes however, she enjoyed just capturing her prey without eating it. She had done this before to a cat. It had a collar and wasn't really a challenge to catch because it was domesticated. She had snuck up to it and snatched it into the air. It helplessly wriggled and writhed as her tentacles slid around its body suspending it in mid air. She studied the cat with her ever dexterous tentacles curiously, touching it everywhere but eventually she let it go. It looked horribly bewildered and scared as it scampered away at top speed. A girly giggle escaped the monster as she let her prey escape.
However, today she decided to go out a bit early. It was almost twilight, one of those long summer days when the most beautiful colors appear at a late sunset. She thought it might be nice to experience the beautiful sunset while she hunted. This evening, Amber was perhaps smaller than usual, she had been living as a pony for a while and was limited by a pony’s size. Plus, whenever she would shapeshift it would require quite a bit of energy and it consumed her biomass making her slowly smaller the more energy she expended.
Amber resembled an alien octopus or perhaps a tentacle spider, her body kept changing shape. Near the center where her tentacles were connected together she had her signature orange-brown pony fur but near the ends there was more veiny skin and almost no fur with tan, reddish and pink colors. Her tentacles were alien in their strength, flexibility and dexterity, beyond anything that existed on earth or Equestria. Tentacles were her favorite because they were so adaptable, they were alien appendages from another galaxy, much more efficient and superior to anything seen in this world. She was able to make them stick to surfaces using nanostructures from spider and gecko feet. This allowed her to crawl on vertical surfaces or even the ceiling. She could make the tentacles stick and unstick to any surface by growing and retracting the nanostructures. Her tentacles could also lengthen and compress, slither like a snake, and even mimic skeletal structures like a spider’s leg with their frightening strength. This allowed her to easily swing from tree to tree, just touching a branch was enough to stick and swing below like a pendulum. Amber was a shapeshifter, this meant that the tips of her tentacles could morph into whatever organic appendage she needed, a hand, a claw, a bone spike. Sometimes she didn’t need to morph, the tips of her tentacles could adhere to an item, picking it up just by pressing the tip to the item. She could also split a tentacle into two smaller ones or make them like little tentacle fingers and pinch them together to pick something up. However, most importantly, her tentacle and even her whole body for that matter was able to become amorphous gore, fuse to any inferior organism, infect them, and assimilate their flesh.
In this world where all other living organisms couldn’t shapeshift and where her body was superior in every way, incredibly flexible, strong and adaptable, it basically made her a goddess. This goddess was hungry, she wanted a meal, and the forest was her oyster.
Suddenly in the distance she heard yelling.
"Someone, help me, please!"
The scream sounded desperate and weak. Curiously she changed direction and quickly swung her way closer. Amber allowed her tentacle body one last swing to fly through the air as she approached. Her tentacles re-arranged themselves to resemble tarantula legs and when she landed on the ground, they bent to absorb the impact. Amber had nine tentacles, eight of them resembled spider legs but the ninth one carried her pony head. The ninth one was extra furry and could have been an extra long and flexible, snakelike pony neck. Sometimes she wondered why she used a pony face and head while hunting; it might have been more efficient to use an eyestalk. The truth was that she was half pony even when her pride didn’t want her to admit it.
"Aaahgg!" She heard a lion's roar and a sickening crunch. Then nothing but gurgles.
Amber poked her head out of the bushes and treeline shadow with her tentacle neck and saw a lion, no, a manticore tearing its teeth into the belly of a zebra. The zebra's legs were twisted at strange angles but her face was the most horrible. Tears shone and her eyes gazed into the beautiful multicolored twilight on the horizon as she began to die. Amber’s pony face shapeshifted into an evil visage with pointy shark teeth and a smile much too wide and evil for a normal pony to accomplish, her cheeks split apart like a snake. Her tongue came out of her mouth like a long tentacle and licked the side of her face, drool leaked out the side of her mouth. Jackpot!
Amber’s excitement became erotic, she had a fetish for her own power and loved exerting her dominance. Amber’s spidery form silently skittered out of the shadows and she prepared herself to pounce. Suddenly, the tentacles which had taken on the tarantula leg structure straightened and jumped, releasing their pent up strength, sending amber thirty feet into the air in a ballistic trajectory right at the Manticore. The manticore was distracted by its zebra prey and didn’t notice Amber sailing at him.
Amber tackled the Manticore. The manticore staggered backwards, surprised and was forced to stop eating the zebra. Amber’s tentacle body was perched around the Manticore’s neck and shoulders. Her tentacles quickly wrapped themselves around the manticore’s front legs. Veins bulged out of the tentacles as they flexed their monstrous strength, keeping the Manticore’s legs immobile. Other tentacles stabbed into the Manticore’s torso with sharp bony knives. Amber almost lovingly wrapped her neck around the manticore’s neck like a snake. Amber was still grinning like a psychopath as her tongue slithered out of her mouth. The manticore started to roar but it was soon muffled as Amber’s tentacle tongue violently dived into the Manticore’s mouth and down the Manticore’s throat. The Manticore choked and Amber closed the distance, giving the Manticore a kiss on the lips.
The manticore was confused and scared, it all happened so quickly. Amber’s tentacles which were wrapped around the manticore’s front legs began to fuse to them, beginning the assimilation. Alien efficiency from another galaxy displayed itself. Amber perched her octopus resembling body on the manticore and sucked the life out of it like a vampire. The manticore's still living cells were quickly converted and homogenized virally, absorbed into the monster's flesh. The tentacles that had stabbed into the Manticore’s torso began to grow and pulsate fusing to the manticore’s flesh and pumping more of her own biomass into the manticore, assimilating it. Veins between the tentacles and the manticore’s flesh formed a seamless fusion, their skin and blood vessels fusing and becoming one. Soon worms of tentacles greedily swam and wriggled inside of the Manticore and greedily assimilated more and more of the Manticore. Amber’s pony face began to fuse to the manticore, she was in a state of orgasmic pleasure as her violent and viral infection quickly converted the manticore into her own flesh. She moaned and shivered in ecstasy and the wormy tentacles swimming inside the manticore wriggled in unison with her pleasure.
The manticore’s body degenerated, organs, bones, and finally skin were all transformed into more slithering tentacles, they burst out of the manticore, blood red tentacles of slithering tentacle gore and animated bright red gooey gore slime, the newly born body of an amorphous gory shapeshifter.
Suddenly, Amber had an idea, she allowed the rest of the manticore to deform and transform into her tentacled gory mass but stopped decomposing the manticore’s head. She would keep it as a trophy. A sucking noise occurred as Amber separated her face from the manticore’s and she held the head up in front of her with a tentacle made of the former manticore’s neck. The head rapidly healed and recomposed with animated gore and Amber’s tongue slithered back into her mouth as her half decomposed face rapidly healed itself.
Two heads held by two tentacle necks. Amber’s small pony head and the huge manticore head. The manticore was now effectively dead but Amber now controlled the manticore’s head. Her two heads stared at each other. She experimentally opened and closed the Manticore’s mouth, wrinkled the nose and showed the teeth. She stared at it with her pony head and giggled to herself. Amber began to purr with contentment and began to lick the side of a bloody tentacle that she brought to her face. The rest of her body was now completely composed of gory, bright red bloody tentacles, red skin and amorphous gore, reforming. Amber is much larger now, composed of all of the flesh and biomass of the manticore, including her previous mass. Gore and many smaller tentacles fuse together to form a huge tentacle, a massive limb perhaps the thickness of a small tree. Eight of these huge tentacles emerge from the ever slithering mass of gore and begin to resemble her previous tentacle spider legs. The tentacle legs start as pure blood red but soon fleshy raw reddish-pink skin begins to grow on top and then eventually become more solid with even some of her pony fur starting to grow on top in some places. Her amorphous tentacles are more than capable of reproducing skeletal strength but are able, at a moment’s notice, to change shape, to do things like wrap around a tree, or stretch to double its current length and reach out to fuse to unsuspecting prey, instantly infecting them and lift them up as their body shrivels up and is converted into more of her own flesh. With two of these monstrous trunks of tentacles she could pick up a pony or a deer and easily snap them in half or simply pull the pony apart.
Amber is drunk with power, a god, preening in a self satisfied manner. Spare tentacles at her rear slither together to form a ball of flesh storing her spare mass and resemble a gigantic spider’s abdomen or butt. However, this abdomen was warm, soft, and mammalian, covered with pony fur. At her front a tentacle carries her own pony head, she licks her chops and the side of her face with a long, slimy tentacle tongue. She was gazing at her prize in front of her, the head of the manticore, neck fused to and supported by another huge tentacle. She is absentmindedly licking the blood off of a tentacle. However, at this moment she is distracted because the dying zebra is begging on the ground. Amber’s face still has a look of ecstasy but her eyes shifted over to look at the zebra in surprise and then worry. She had completely forgotten about the zebra. "Please... help... me..." The zebra can barely breathe anymore and her eyes are glazing over, she is quickly fading into the afterlife. Amber was distracted by assimilating the manticore, the pool of blood under the zebra has become huge and her organs have spilled out of her torso.
The zebra had accepted her death about a minute before but when Amber barreled into the scene, the zebra's eyes slowly turned to watch with a vague sense of confusion, robbed of their peaceful acceptance of death and their beautiful fading view of the multicolored twilight. Now they started to glaze over. The zebra's throat was slit and bubbles of air burbled out of the blood. The zebra could no longer make a sound.
Wait, Amber recognized this zebra, it was Zecora! Being part ruthless shapeshifter alien didn’t make Amber predisposed to being empathetic but her pony side remembered. Amber sighed, she should really not be doing this but she had taken a liking to the quaint and cute equines of this planet. She had met this Zecora before at the market and they had a pleasant conversation. Amber rolled her eyes and sighed again, fine, she would help this Zebra even though it would probably only lead to more awkward social encounters.
Amber’s body was still transforming as she walked over to Zecora. She prepared her front two huge legs, they shed their spider leg skeletal structure and become smooth tentacle ropes again, they kind of look like arms in front of her. Her hind six tentacle tarantula legs are now fully covered in her brown-orange pony fur but her front two don’t have any fur on the end and are red, ready to transform. Zecora’s head swayed back and forth, desperately trying to make her neck stay upright but she finally fell unconscious and falls over. Amber’s enormous front left tentacle that was previously used as a spider leg immediately slithers through the air to catch Zecora’s head. It had begun to split into multiple smaller tentacles to gingerly support Zecora’s head and roll her over so that her mangled belly is exposed.
Amber slithered two smaller tentacles branched off from the huge left tentacle up to the bleeding carotid artery and jugular veins. These tentacles fused to the open blood vessels, closing the wound and pumping newly generated blood that matches the DNA and blood type of Zecora’s own blood. This blood rushes into her rapidly dying brain and then to the rest of her body to replace the massive pool of blood that spilled below them. Amber’s right tentacle then fused to Zecora’s gored belly and torso, sealing off the shredded wound, growing and repairing Zecora’s organs, and donating her own biomass to regenerate her mangled insides.
The tentacle carrying Amber's face reaches down so that Amber's face and head is almost level with Zecora's and making eye contact. Amber’s face doesn’t have the evil or smug looking mutations anymore, just a normal looking pony face, a little concerned but smiling at Zecora’s recovery. The strength is returning to Zecora’s face and awareness is quickly rushing back to her as new blood is pumped directly from Amber’s tentacles into her brain.
Suddenly the zebra blinked with new alertness, her brain having been given new life and she gurgled with surprise as she saw the bloodstained face of a pony she had met before hovering in front of her and tentacles descending onto her mangled body. The gore and blood were quickly becoming absorbed into the pony's face, cleaning it and making it look pristine. She tried to talk but only more bubbles appeared from her slit throat.
Zecora would be scared but she's more curious and her eyes have more strength in them now that Amber had infused her with new blood. Zecora tries to cough but only a gurgling noise and blood comes out of her mouth. She can’t breathe at all because her lungs are being repaired. "Ah, back to the land of the living? Yeah, yeah, I know I'm secretly a horrifying alien shapeshifter monster. Just don't try to talk or move, I'm healing you and it will make my job more difficult. I’m pumping oxygenated blood directly into your brain and body so you don’t need to breathe right now. You lost almost all your blood you know! I had to replace all of it with my own biomass stores."
Zecora just watched in amazement as her mangled organs were repaired by these astonishing tentacles that seemed to be donating organic matter to her and repairing the holes in her body. Disturbingly, tentacles slid over her, absorbing the blood on her fur, it was almost like they were licking it up. With her throat and lungs sealed up she began coughing and blood sprayed out of her mouth and her throat cleared up. Then she began breathing normally and the tentacles that were feeding her blood unfused themselves from her jugular and sealed the wound before they retracted.
Zecora shivered as she slowly rolled over and breathed with a panting nervousness, staring at Amber, the hulking shapeshifter, as she caught her breath.
"So, you're not a runner, huh? I don't usually reveal my true form to anyone I don't know very well but you seemed nice enough when I met you before."
The bloodstained monstrosity was huge with enormous tentacles slowly absorbing the last of the gore on the floor and the blood on its body. Its pony head and face perched on top of a tentacle was tiny in comparison to its hulking tentacle body. Zecora simply coughed, took a deep breath.
"I don't know what to say, you have singlehoofedly kept my death at bay. As nervous as I may be, as monstrous as the being is in front of me, I know firsthoof that appearances are not all, I must thank you strange creature for saving me. I know I have seen your face before, perhaps we can get to know each other more."
Amber was astonished at the quick acceptance and lack of prejudice the zebra had. She revealed herself to a few ponies and had to quickly catch them and manipulate their brains to forget about her because they panicked and tried to run. She thought that Zecora would simply be the same.
It was Amber's turn to be nervous. She never had a pony friend before. She kept herself distant to everyone except Anon.
"Wow, I didn't think that anyone besides Anon would want to be friends after seeing what I really am. You do know that I'm a predator, right? When I tore that manticore's body apart and sucked his juicy flesh into myself, I enjoyed it. You ponies are herbivores. Who would want to be friends with a monster like me?"
Amber twiddled two of her front tentacles together nervously as she waited for the zebra's response. She was trying to hide her hopefulness but it shone through her eyes and her body language.
Zecora laughed and tears streamed from her eyes. She quickly wiped them away.
"Never before had I dreamed that such a sight would I see! A kindhearted monster has saved me it would seem! What a wonderous discovery! Won't you join me while I make my recovery? I have countless questions and things to discuss, you look perhaps inexperienced with this but don't worry I won't make a fuss."
Amber mulled it over in her mind. Was this the first step to opening up her true self to the world? She decided she would try. If they tried to burn her at the stake she could simply break her promise to Anon and begin her hivemind's takeover of all this world's flesh. No, that would be horrible. She had to give this a try. She looked back at the zebra.
"You're really good at rhyming, you know that?"
Zecora laughed. "That I am. It's a way to deal with stress I suppose, I don't have to rhyme all the time though. Speaking frankly, you have me very nervous. All of my instincts as my ancient ancestor's role as prey animals tell me to run from you but I cannot ignore your kindness. Thank you for not eating me."
Amber smiled her razor sharp teeth with a smile slightly too large to be normal. Zecora blinked and her eyes widened in fear. “Whoops! Sorry, force of habit.” Amber giggled and her scary looking teeth started to make snapping noises, they shrank dramatically and dulled to become pony herbivore molars, her mouth too, shrank. "Also, you're welcome. Just promise me you won’t tell anyone or perhaps our predator prey relationship may be taken off hold. Capishe?"
Zecora’s poor beating heart slowed slightly as she looked up at the monster. She suddenly looked tired. “I understand.”
Amber sighed. “Good, I think it would be nice to finally make another friend who knows about me.”
Amber and Zecora walked in silence for a while, Amber was a hulking tentacle spider/octopus and Zecora a comparatively diminutive zebra who has a few blood stains on her belly but she is otherwise perfectly pristine, fully healed and healthy. Amber has two functioning heads and faces now, both carried by long, thick tentacle necks. One is her normal pony face and the other one is the head of the manticore. Amber had been thinking about this new development for a bit while they walked. Suddenly, she lowered and turned her long tentacle neck around so her head hovered in front of Zecora’s face at eye level as they walked. The tentacle carrying Amber’s pony head is reaching down so that her mane drapes below, making it almost seem like her head is disembodied and floating in front of Zecora. Amber uses her other manticore head to stare ahead so she can see where she’s going. Zecora jumped slightly at Amber’s seemingly floating head appearing before her.
Poor Zecora’s heart started beating again but she didn't show fear, she just looked tired and weary, she weakly smiled at Amber’s floating head.
Strangely, Amber’s face shows that she’s a bit nervous. "Sooo, you're not afraid of me?" Amber’s head is floating directly in front of Zecora’s face and eyes maybe slightly less than a foot away, invading her personal space a bit. Amber’s face looks a bit excited but friendly as she talks with raised questioning eyebrows, excited at the prospect of a friend.
Zecora is a bit taken aback by this and her heart is still beating. Her eyes soften at the seemingly innocent question. The monster had some learning to do, it seemed it wasn’t too experienced with social queues. "I am a bit afraid, yes, but you have shown to be a kindhearted creature and I must thank you for saving me."
Amber turned her floating head away slightly, blushing, maybe trying to hide behind her bangs slightly, and was a bit nervous. Her head rose above eye level like she was trying to hide her facial expression. Amber is now looking down on Zecora. Zecora has to look up to maintain eye contact. "T-thanks. Most ponies just run away after seeing me. I-I guess I'm also nervous, I've never talked to another pony while in this form, I feel a little naked."
Zecora cracks a smile, looking up at Amber, she looks a bit tired, having been through a lot today. She seems a bit overwhelmed at Amber’s abilities. She feels like she should be more tense but just allows her guard to be let down and relax slightly in the face of this overwhelmingly powerful person. "Why don't you come with me to my home?"
Amber’s blush deepens. “I-I would love that.” Amber looks down at Zecora and to her dismay, Zecora is crying, a hoof rubbing her eyes. They both stop walking and Amber lowers her head to peer at Zecora. She turns her huge body around to face Zecora and her two front legs quickly lose their skeletal qualities to turn into two tentacle arms. The rest of her legs crouch down to bring her closer to Zecora’s level. Then Amber slowly reaches out and curls her huge tentacles around Zecora’s neck and shoulders and brings her head and neck next to Zecora in a hug. “I’m sorry Zecora, I forgot how frightening it is to be a mortal creature.”
Zecora was bewildered for a moment but then sobbed in earnest, tears pouring from her eyes. Amber had assimilated a full grown dragon before and she was nowhere near as nervous then as she was now. She brought her face in front of Zecora’s and used a few tentacles to wipe her tears away and raise her chin. “H-Hey, please don’t cry!” Amber looked like she was close to panicking but she suddenly came up with an idea. “I know what would cheer you up, want to ride on my back? I’ll carry you home!” Amber held the side of her face with a tentacle and Zecora opened her eyes slowly. Amber expectantly stared at her in the eyes, full of nervousness.
Zecora almost laughed at the panicked and worried look on Amber’s face. She cracked a smile. “Yes, I would love that.” Amber then smiled back and without warning, another one of her legs turned tentacle and wrapped around Zecora’s barrel, a second helped to make sure that she was properly supported and lifted her up, placing her on top of Amber’s soft mammalian spider butt. Amber’s head and neck followed Zecora and the tentacles that had grabbed and placed Zecora on top of Amber uncurled and reformed back into spider legs. Amber began walking down the path again with Zecora on top. Zecora shakily folded her legs below her and collapsed on top of Amber. One tentacle was left over and slowly pet Zecora. “You’re shivering.” Amber said. “Are you okay?”
“I-I’m fine. I think I just need to lay down.”
“Are you sure? I can give you another blood infusion if you need it!”
“It’s fine.” Zecora sighed. She looked up at Amber’s still floating head a bit wearily. “Are you the same Amber that I met a few weeks ago? Is that how you know my name? Or did you eat her the same way you did the manticore?” Zecora glanced over to the manticore head.
Amber was taken aback by this question. “No, I am the same Amber you met earlier. I remember talking to you. I have lived as a pony for a while but when I need to I come out to the forest for more biomass to help me shapeshift. I try not to make a habit of eating ponies or other sapients.”
Zecora looked relieved. “Okay, that is good. Well, it’s nice to finally meet you properly, Amber. I’m going to take a nap. You can wake me up when we get to my home, alright?”
“Sure, but are you sure you don’t want the blood infusion?”
Zecora had already fallen asleep. Amber just looked at her for a minute and watched her sleep. Then, ever so gently, she picked Zecora up. Her ball of flesh resembling a spider abdomen or butt morphed, making squishing noises and shifting into a crevice that fit Zecora’s body in a comfortable position for sleeping. Amber gently placed her in the crevice and continued walking to Zecora’s house.
Author's Note
Thanks for reading! I hope you enjoyed! Please let me know your thoughts in the comments or in PMS. This is a much improved rewrite of a story I wrote a while back. After the rewrite, I thought it was good enough to be published here. Should be more chapters coming!
