Demon of the Deep Wood

by Argonaut44

Rating: teen
Tags: Horror, Death, Gore, Original Character, My Little Pony: Friendship is Magic, Dark, Adventure
Length: 29644

A princess and her nine companions are picked off one-by-one after stumbling into the hunting grounds of an ancient evil, in a mysterious forest of monsters.

A princess and her nine companions are picked off one-by-one after stumbling into the hunting grounds of an ancient evil, in a mysterious forest of monsters. 

Published 2024-04-17 21:20:00 UTC
Last updated 2024-05-05 15:18:51 UTC

01: Ambush

This was a terrible idea.

Merigold readied her horn, cautiously scanning the forest trail ahead of them. The Narrow Road lived up to its name, she had discovered. It was no wonder that they had been required to make this journey on hoof; no carriage could possibly fit.

The western edge of the Deep Wood was a second Eden, with its chattering critters and rustling leaves, whistling wisps of wind and the sound of acorns colliding with the detritus. Fallen leaves sailed the riverbeds. The trio crunched leaves beneath their hooves, and leapt across knobby roots in the path.

But the deeper they traveled the drearier the woods became. Dead things hung from broken branches, and all over there were insects and vermin churring and clicking and scavenging the forest floor. Merigold was less concerned about the grim scenery; she was ever on the lookout for the wildlings and bandits that she had been warned lived in these woods.

Splitting into four groups was foolish, Merigold thought. She had said as much back at the Inn at New Nightshade, when last the ten travelers had all been gathered together.

Merigold watched Princess Morgyn strut along ahead of her, clad in a white dress that hugged her hips so tightly it looked to be a part of her skin. A hapless noblemare who sauntered along without a hint of awareness, the princess was practically begging to be robbed or ponynapped. Luckily the princess was not alone. Merigold’s trio was in the middle of the pack; there were two groups ahead of them and one behind, each with about 500 meters between them.

Captain Merigold was a unicorn born to two wealthy parents in the city of Irwind. At a young age, her parents had forced her to attend the Sorceresses’ Academy of the Quiet Spring, despite her preferring to live a simpler life.

At first, she was skeptical of the Academy, or what she saw as a pretentious gaggle of wealthy brats claiming to serve a noble cause. Despite her reservations, she quickly gained respect from both her superiors and classmates, and developed into a prodigious sorceress. Merigold wore an enchanted, skin-tight black catsuit, had a gold coat and a lighter, long golden mane, and had pale green eyes.

They were making good time, she thought. They had only left New Nightshade around noon, and had reached the edge of the woods roughly forty minutes later. They had three hours left before they reached the other side. We can’t lose the sunlight. The further they traversed, the fewer animals they found, besides the overhead birdsongs and distant croaks of toads. But no foxes, no deer, only one or two squirrels. These woods are wicked, she recalled one of the taverngoers having said, just earlier that day, The long way is wiser. Slower, but wiser.

Merigold happened to agree, though Commander Valkyrie would hear nothing of it. Valkyrie thought it better to travel in smaller groups to scout out the dangers ahead, cover their tracks, and reduce attention, and so the team of ten split themselves up. Valkyrie knows best, Merigold would have to remind herself.

As long as the princess did not wander off alone, there was no cause for concern. Merigold had not spoken a word for most of the journey since entering the woods, focused only on their surroundings. Clair managed to talk enough for two, anyway.

Clair de Lune was a recent recruit, though she was considerably more competent than most of the upper-class students at the Academy, ignoring the bathing incident. Clair had taken point ahead of the princess, and her wing rested on the hilt of her sword, tucked away in her beltbound sheath. She wore a brown leather corset and brown leather boots and a white hooded cloak. She had a snow-white coat and a wavy, bluish-black mane, and a pair of blue-grey eyes.

Princess Morgyn had made little attempt to hide her disdain for Clair, who was unfortunately a social pariah at the Academy, on account of her being a pegasus, coming from a low-income background, and having had her first application rejected.

The Sorceresses’ Academy of the Quiet Spring was the most esteemed magical academy in all the land, second only to Celestia’s school in Canterlot. The Academy was the pride of the land called Augusta, which sat right beneath the proper land of Equestria, below the Macintosh Hills and the San Palomino Desert.

The Academy was a matriarchal order of spellcasters, swordsponies, and scientists, a branch of Star Swirl’s own Canterlot Mage Corps. The Academy was deeply involved with the internal and foreign affairs of Augusta, particularly in the areas of defense and political administration. Augusta had the allyship of the Equestrian monarchy, though other kingdoms resented the Augustans as an outlier and potential threat, considering their warlike past and the fact that many modern Augustans descended from those ponies who had rejected the Fire of Friendship all those moons ago.

One nation that had particularly strong animosity with them was the city-state of Foaledo on the opposite shore of the continent; the two nations would frequently come at odds with one another over territory in the Deep Wood, Forbidden Jungle, and Bone Dry Desert, resulting in a modern-day territorial crisis.

Princess Twilight Sparkle and her friend, Rarity, had visited both the Academy and Foaledo to try and negotiate a peace deal, and succeeded, though this deal required emissaries of the Academy to visit Foaledo in the flesh to make the proper arrangements. A new train line was also planned to go into development to unite the two kingdoms together, as well as to Equestria.

The young princess Morgyn, whose family was one of the richest and most prominent in Augusta, found that she would have to be the one to initiate negotiations, as she was thought to be a fresh young face their enemy would be more eager to welcome. Morgyn was reluctant to leave the safety of the Academy, but was eventually convinced after much pressure from her parents and the Academy’s High Council.

Morgyn Vanderpool was a unicorn born to Prince Elegier and Princess Morwyn Vanderpool of Shimmering Spires, part of a dynastic line of sovereigns dating back at least two-hundred years. She had a very pale peach coat, reddish-brown wavy mane, and moss-green eyes.

She was never suited for combat, Merigold thought, rather, the girl preferred to wear expensive dresses and show herself off. Her parents understood that the girl would require 24/7 oversight on this journey, and nopony was more qualified for the job than their very own Captain of the Guards, an esteemed member of the Academy, Merigold.

“But I think the very strangest thing about Equestrians is that none of them wear clothes. Well, some do. But it’s more of an optional sort of thing, y’know?” Clair said in the midst of a long-winded rant, “They’re all so wonderful. And polite, too, considering everypony’s strutting around with everything out in the open.”

Merigold smiled. Clair was about one of the only things that could make Merigold smile anymore. She had never been able to stand all the teasing and hazing the poor girl had suffered the past year. Merigold frowned, remembering how Valkyrie had called it character building.

Merigold came alert when Morgyn gave a high-pitched squeal. Her horn came alight, as she watched Morgyn crouch down near the edge of the road.

“A chipmunk!” Morgyn exclaimed, scooping up the rodent in an aura of magic. The creature sniffed around the air, dangling in the air, “It’s positively adorable. Can I keep it, Captain?”

“You have enough pets already, don’t you think?” Merigold replied.

“Nonsense, one can never have enough,” Morgyn said, before setting the critter down, and encouraging it to scurry off, “But he belongs here, I suppose, which is not the case for myself. How much further are we, Captain?”

“We’re an hour off from the checkpoint,” Merigold answered, as the group began moving again, “If you need a rest, let us know.”

“Oh, please, I'm enough of a burden already,” Morgyn said, "Our god fashioned me for dancing in ballrooms and tittering at handsome stallions, not braving the wilderness or marching with military ponies.”

“It was your choice to be the ambassador, Princess,” Merigold said.

“Is that what you think?” Morgyn laughed, “My mother and father insisted upon it. The entire Academy insisted upon it. What choice did I have? But it’s not all bad. A few weeks free from classes … some fresh air … and some quality time with my loyal captain.”

Morgyn noticed Clair’s eyes fall to the floor for a moment.

“And my new friend as well,” Morgyn added, “Oh, the two of you simply must join me and my family for dinner at my castle when this is all over.”

“You’re very kind, Princess,” Clair said, “But I don’t think your folks would take kindly to that.”

“Nonsense,” Morgyn scoffed, “Your low birth is most unfortunate, but it is no fault of yours. I see that now. If I have treated you poorly in the past, I beg forgiveness. I want us to be friends.”

“I would like that very much, Princess,” Clair smiled.

“Call me Morgyn,” she smiled.

Merigold kept an eye on the sun above them. She sighed as the pain in her ribs gnawed at her, as if there was still a dagger lodged in her flesh. But that wound, what had been a training accident, had healed already, or at least she had thought so. The pain lingered on, and long treks made it sing. She said nothing of it to the others. She had to be strong for them. Clair was formidable in a fight, but young, and reckless too. Merigold considered her responsibilities, and kept on scanning her surroundings, itching for a chance to relieve her stress and blast something with her horn.

Clair led Merigold and Morgyn down the Narrow Road, where they first came across the patches of stringy silk webbing stretching up from the dirt all the way up towards the canopy.

“Spiders,” Clair supposed, recognizing the substance instantly, “Some new breed, maybe. Big ones.”

“Stop, both of you,” Merigold said, and they both obeyed. Merigold stepped ahead of Morgyn to inspect the strange substance, and glanced around into the brush. Sunlight slipped through the treecover to shine off Merigold’s black catsuit, which was enchanted to strengthen her spellcasting abilities.

Something unsettled her. She had suffered her fair share of run-ins with the many breeds of giant spiders that roamed the wilderness, but had never come across something quite like this. These webs were arranged in a peculiar manner, growing thicker and thicker down the path until they formed a dense wall that blocked the beaten path entirely. There was some strange method to the process, and, even stranger, there was no sign of the other group having passed this way already.

Merigold stuck her hoof into a thick strand of the silk to test its strength. The material was thin and lightweight.

“Flagelliform,”Merigold deduced, “This is a rare strand. I didn’t think there were still living creatures producing this stuff.”

“There won’t be any left, when I’m through with them,” Clair declared, drawing her sword, “Stay behind me, Princess.”

Merigold squatted down beside some of the webbing, poking and prodding it. The researchers at the Academy would throw her a feast if she could return home with a sample.

Clair swung her shortsword at the wall of webbing further on. Her sword sliced through a few of the outer layers, before it got gummed up and rendered irretrievable.

Clair groaned in frustration and pulled at the sword hilt, desperately trying to wrench it free.

After a minute of futile attempts, Clair took a step back, catching her breath. She would have to wait for Valkyrie to catch up and help her. Valkyrie would not be happy, but better that than risk getting herself stuck again. Her face flushed red as the thought returned to her of the incident, when she had been caught bathing alone in the river by a giant spider, just a few weeks ago. The creature had managed to wrap her up to her waist in its vile silk before the Academy guards came to her rescue. Valkyrie brought out her whole platoon to bear witness to the ridicule, after personally slaying the spider. They left her there strung up in the courtyard for an entire day as punishment for leaving the grounds.

While Clair was daydreaming and Morgyn was rubbing her forelegs anxiously, Merigold was still picking at the silk on the ground, curious.

She touched it softly with her hoof, and then reeled her hoof back in shock, when she felt its heat. This is warm. This is fresh.

Merigold sprang up to her hooves, just as she heard a rustling in the brush behind where Clair was standing.

“Look out!”

Merigold was blinded in one eye when the liquid struck her face. The others must not have fared better, when she heard the screaming and the flailing of limbs. The great net of webbing had struck all three of them at once, having been propelled out from somewhere in the brush.

Merigold tried to ignite her horn, only to find the webbing had covered it entirely, blocking her ability to cast any spells.

Then she saw the thing, the six eyes that glowed and the pincers, and the teeth, those terrible terrible teeth.

It was not a spider that had revealed itself from the brush, but a pony-like creature instead, a muscled, equine beast with black fur and a monstrous, wooly head of a spider. He stood at nine feet or more, and must have weighed 600 lbs. at least.

The net had been cast at such a great speed that the three girls were immediately all tangled up together and stuck to one of the walls of webbing behind them, deeper into the queer labyrinth of silk.

The beast strode up to them, and towered over its web. Merigold again tried to cast a spell, only to suffer a mind-splitting headache as the silk solidified over her horn, rendering it useless.

The three of them struggled with all their strength, but as the silk hardened, escape became impossible.

“Fuck! Get it off!” Clair exclaimed, violently thrashing against the webbing. The more she struggled, the more stuck she became. Merigold, meanwhile, quickly got control of herself and stood still. Morgyn could only gaze up at the creature with wide unblinking eyes, trembling from head to toe.

When the beast was close enough, Merigold attempted to land a kick at the beast with her free foreleg, but the beast was as dense as a brick wall.

The beast laughed, as each pair of his six eyes glanced over at each girl. His ghastly grin was enough to make poor Morgyn shriek in terror.

“Do you know who I am?” the beast spoke.

Merigold’s mouth hung agape. Impossible.

“You can talk?” Merigold demanded, while the others were too scared to speak at all.

The beast growled at her.

“Why have you come here, to my home?” he asked.

Merigold gulped down her fear, and stood up straight against the wall of webbing.

“...We didn’t mean to disturb you,” she said, “We only want to pass through.”

“You lie,” the beast said, “Your order came to finish me off.”

“What do you know of our order?” demanded Clair.

“It was you who turned me into this,” the beast said, “You took my body from me, but I will take far more from you.”

The princess’ cry drew his full attention.

“This one is royalty, I see. I’ve never tasted highborn before.”

The princess burst into tears, while Clair kept on fighting her restraints, now that the beast’s intentions were clear.

“There is no escape,” the beast said. His mouth opened wide, and from it came a slimy pink protrusion in the shape of a tube, that protracted out from his jaws, slithering out like some great horrible serpent. At the end of the protrusion was his second mouth, lined with small, sharpened teeth at its edges.

The horrible maw opened up into a funnel shape, and closed again, as if to stretch itself out.

“Morgyn!” cried Clair, “Morgyn, look at me, look at me, I’m going to get you out, I’m going to-”

The mouth lowered itself toward the princess’ face, and its foul breath was so overpowering Morgyn though she might have fainted right then and there. Glancing up into its interior, she could make out the spasming chasm of wet pink flesh, dripping liters of mucus. The mouth crackled and groaned and belched, and hovered up above her, while she whimpered and cried. When the maw began to open wider, her scream pierced the others’ ears, while the maw stuck itself overtop her head with a wet slap, before stretching down around her head. Drool ran down her head and onto her chest, and her screams were quickly muffled when the maw enveloped her down to her neck. It lingered there for a moment, while Clair cried out in despair.

“Please, let her go! Take us, but let her live! Please!” she begged. They could make out the impression of Morgyn’s face poking out against the flesh of the mouth. Then it spasmed some more before opening wider to take her in by the shoulders. The organ sucked and slid down over her chest and over her forelegs. The princess struggled uselessly as the organ picked her up from the webbing with its incredible strength, snapping strands of silk as it dragged her free.

With her foreleg, Clair grabbed a hold of Morgyn by her hind thigh, but she was powerless against the beast’s strength. Clair and Merigold both screamed and begged, but the beast’s organ kept spasming quicker and quicker, sucking Morgyn in deeper as she kicked frantically in the air. Drool ran down her rump and her legs, and with two more spasms, she was up to her waist. The beast lifted her up horizontally, and worked over her hips and her rump. And with two more gulps, only her hind legs below the knees were visible.

“Oh, god…” Merigold muttered, as the organ spasmed again, and the princess’ hooves waved mere inches from Merigold’s face.

With one final spasm, the princess has disappeared entirely into the organ. With a horrible gulping sound, the princess’ body began moving towards the beast’s proper mouth, slower than before. The organ wriggled in the air as Morgyn’s form traveled through it, stretching out the pink flesh. When she reached the proper mouth, the process paused again, waiting for the beast’s neck and jaws to stretch out to accommodate the oncoming meal. Clair cried silently with an outstretched hoof as they watched Morgyn’s horrified expression through the organ’s flesh.

With one last large gulp, Morgyn’s form disappeared down the beast’s throat, completely silencing her muffled screams with an awful slurping sound. The organ retracted back into its mouth, leaving a trail of drool on the ground.

The beast’s gut had grown swollen once the princess settled in his stomach, and her limbs and face occasionally revealed her form inside.

The beast turned back to the others, who had both gone pale, as they wondered which of them would be next.

“I suppose an introduction is in order,” the beast grinned, “I am Gorgo. You are mine now. Beg and plead as you wish, I care not. You are food for me. Nothing more.”

He roughly grabbed Clair with his forelegs and tore her free from the web, holding her firmly in his grasp.

“No!” Clair screamed, “Captain! Help!”

“Save your screams,” Gorgo said, “I don’t have room for you now. Your time will come. And until then, I like to keep my meals well-preserved.”

“W-What? Wait, y-” Clair stammered, before Gorgo could roughly slice through her leather corset and her cloak, which was left as tatters on the ground. He pulled her boots off, and tossed them aside, before holding her there for a moment, examining her body. He had left her in nothing but her white undergarments and stockings.

“You are very beautiful,” Gorgo decided, “Perhaps I will have you last.”

Clair squirmed against his grip and grunted, but he was too powerful. His mouth organ shot out and stuck onto her stomach, slithering up to her chest, leaving a slimy trail of thick drool dribbling down her body. Clair shuddered in disgust as the organ stopped at her neck, spasming once to cough up a huge wad of hot green phlegm that dribbled down her chest. She turned away in disgust and terror as the organ slid over an entire side of her face, hovering around her before the stench of its interior made her wrinkle her nose and break into a coughing fit.

“Please,” Clair managed, “We’ll do anything you want, just please don’t do this!”

Gorgo retracted his mouth organ, to her surprise.

“This is what I want,” he said, “Keep begging. Keep struggling. Or don’t. It’s the only decision you’ll have to make from now on.”

“Captain!” Clair said, breaking down into tears, “I’m sorry, Captain! I’m sorry I was never a good student, I’m sorry I let you down!”

“I let you down,” Merigold said, “We’re gonna be OK.” She winced when she spoke; she hardly believed her own words.

Gorgo lifted Clair up so that her legs were directly in front of his chest, which bore a wet, wrinkly opening, one that resembled a spider’s spinneret. A wide, thin stream of opaque cream-colored liquid silk sprayed out, sticking to Clair’s ankle. The material solidified within seconds, while Gorgo began spinning her around a couple of times, wrapping the wide band of silk tightly around her hind hooves. He pulled her away from him as he continued to spin her, tightening the pressure. She winced in discomfort as the silk began to stretch all over her body, snaking up her form.

“Captain,” Clair managed, weakly, as she fell slack in Gorgo’s grip, defeated.

The silk compressed her hind knees and thighs, and then over her rump in hips in only two revolutions. The cocoon was skintight, and in less than a minute, Gorgo had reached up to her waist.

“Oh god, please stop, it’s so tight!” Clair cried.

Merigold looked on in horror, still unable to free herself or cast any spells.

Gorgo forces Clair’s forelegs to her sides after the bands of silk had wrapped over her midsections, with her foreleg hooves flat against her hips. The silk sealed her forelegs and shoulders to her, while Clair cried and pleaded for him to stop.

The weave snaked back up, wrapping around her neck as he spun her around. Clair let out a final cry of “No, plea-” before the silk wrapped around her head several times, covering her mouth, eyes, and nose. The impression was so tight that Merigold could make out every feature of her friend’s face, stuck screaming in place.

Gorgo spent the next few minutes wrapping Clair in a second layer for good measure. She moaned and buckled, but soon enough she was left completely immobile.

When he was finished, he inspected his work. He threw poor Clair over his shoulder, and then turned his attention to Merigold.

“You think you’re so tough, huh?” Merigold challenged, “Try a fair fight with me, and we’ll see if you’re still smiling then.”

“You came to my home,” Gorgo countered, “So we play by my rules. You’ve already lost.”

He bent down to scoop up Merigold out of the web. He clawed up some strands of silk from the wall of webbing to subdue her horn some more, just in case.

Merigold screamed and kicked, but was no match for his strength. He roughly threw her over his other shoulder, as she punched and kicked at her foe. He ignored her, as he trudged off into the forest brush.

Merigold screamed for what felt like an entire hour, hoping that Valkyrie or any of her other companions would hear her somewhere in these cursed woods. But her voice became hoarse after a while, and she could scream no longer.

The beast carried them four miles’ distance deep into the woods, as the tree canopy thickened and the forest floor became darker.

Thick bands of silk could be seen stretching out between trees and rocks, and there seemed to be no way to navigate through the tangled sticky jungle of silk, but the beast found a way.

“Where are you taking us?” Merigold demanded.

“Someplace nopony will find you.”

Merigold thought of Morgyn, who could be dead already, digesting in that wretched beast’s stomach. She glanced at Clair, who was still squirming, relentlessly. The girl never did know when to quit.

“It’ll be OK, Clair,” Merigold said, “They’ll come for us.”

Clair could only managed a muffled “Mmmmphph” weakly through the silk.

Gorgo laughed.

“I’m counting on that,” Gorgo said, “Your friends will make lovely meals as well, I expect. I have even discovered from one of your fellow students that Valkyrie is with you.”

“You won’t get away with this,” Merigold said, “Valkyrie will cut you to bloody bits, you monster.”

“Mmph!” Clair added in support.

“Perhaps,” Gorgo smiled, “Perhaps not. She may prevail. But you will not.”

They arrived at the entrance of a cave, carved into the side of a rocky hill. There were no animals anywhere to be found, only more of the webbing that seemed to cover every direction. Pony and animal bones littered the entrance.

Gorgo sliced a hole through a sheet of silk with his claw and entered the cave.

Merigold’s eyes adjusted slowly to the dark of the lair, which was dimly lit only by silk-covered holes in parts of the ceiling. Great pillars and sheets of silk stretched from the floor to the ceiling, and bones were stuck in the floor. Everything was covered in silk, a sticky white horror.

Gorgo lifted Clair off his shoulder and stuck her on the sticky cave floor. She bucked and kicked, but soon enough she was anchored in place.

“Now, it’s your turn,” Gorgo said, dropping Merigold to the cave floor. Before she could stand up, he grabbed her by the foreleg.

“Please, don’t, I won’t go anywhere,” Merigold said, falling to her knees.

“I know you won’t,” Gorgo replied, before launching a band of silk at her hooves. The liquid splashed against her, before cooling and contracting. Merigold began crying, and stopped struggling, hoping he would be gentler if she didn’t fight back.

She was wrong. Gorgo picked her up and began to wrap her up, much in the same way as he did Clair. The silk wound up her body. She sobbed as he spun her, forcing her forelegs behind her back before the silk could seal them, and crossed over to wrap around her chest. As she spun, she caught glimpses of Morgyn’s face and hands impressing out from Gorgo’s gut. Gorgo stopped wrapping at her shoulders, before forcing her face up against his gut. She was face-to-face with Morgyn, separated only by the beast’s hairy flesh.

“You will join her, soon.”

“Please,” Merigold said, “I have a rich family, I’m the princess’ Captain of the Guards, I could get you whatever you want.”

Gorgo grunted.

“You ponies always say the same things.”

He moved her from his gut, and finished wrapping her head and neck several times, before wrapping her squirming body with another layer. Her strength gave out when he was done spinning her, and it was clear that there was no escape.

All she could do was wait for rescue. The silk was tight, but not anymore uncomfortable than some of the tight clothes she sometimes wore. She could not speak and could hardly see anything at all, but could still hear relatively clearly.

Gorgo placed both of the mares in an upright web, taking a moment to admire his work.

He grunted, satisfied with himself, before his ears perked up.

“Princess Vanderpool?” came a voice from somewhere outside the cave, “Captain Merigold? Are you in there?”

Gorgo glanced down at his two most recent prizes, and smiled down at them, as they thrashed about helplessly. He slipped away into the shadows of the cave, as hoofsteps began to sound out from the entrance of the cave.

Author's Note

Quick story I wrote, nine more chapters written that need to be edited, the rest should be out soon!

Thanks for reading! Feedback always welcome

02: Rescue

They had first heard the screams only a few minutes prior, before they had taken off running back down the Narrow Road. They kept on the trail, sweat slipping off their brows, until they came across the monstrous mess of spiderkin silk and torn clothes, which had not been there when they passed by this way not long ago.

Raquelle knelt to inspect the leather boot she found on the ground. Clair. That lowborn idiot had lost all of her clothes, she realized. But there was more, as Zo’Lara had discovered nearby.

Raquelle crept lightly over the silky ground, which began to stick to her heels. She found her barbarian companion hunched over the forest brush.

“What is it?” Raquelle asked, anxiously. She saw nothing but the plants, rocks, and dirt.

Zo’Lara shot her one of her nasty glares. She pointed with her hoof at one of the rocks, and then Raquelle saw it. A slimy green liquid of some kind.

Zo’Lara stuck her hoof in the muck and brought it to her lips.

“Oh god! Don’t!”

Zo’Lara licked at the liquid, and took her time to taste it.

“That’s foul,” Raquelle spat.

“Spit,” Zo’Lara deduced, “Spider spit. Just left. Two minutes ago at most.”

“How do you know that’s not venomous?” Raquelle asked, dryly.

Zo’Lara stood up from the ground, now towering over the short-statured Raquelle. Commander Valkyrie had thought of the two as an amusing pair, and required them to make the journey through the woods together.

“Spit cannot kill Zo’Lara,” Zo’Lara laughed. An earth pony of the Ozurk Tribe, Zo’Lara possessed a seemingly supernatural sense of hearing and had reliably quick instincts. She rarely spoke, and when she did it was most often in the Old Tongue. Her Equuish was not bad, considering the circumstances, Raquelle thought. She had once read that the Ozurk communicated mostly through hoof-signals, rather than by speaking. Zo’Lara was sent to the Sorceresses’ Academy by her tribe in an attempt to foster good will between the tribe and the powers of Augusta, who were skeptical of the Old Tribes’ brutish ways. Zo’Lara had a coat of light mossy green and a golden mane. She had a muscular build and wore clothes made from animal skins.

Raquelle trotted over to the wall of webbing, where she found Clair’s sword still lodged in the gummy mess of silk.

“Not gone long,” Zo’Lara decided, before pointing at a spot in the brush. Hoofprints. Larger than they should have been, “No ordinary pony.”

“No kidding,” Raquelle said, “...We should wait for the others before we go searching for them. Valkyrie should pass this way soon.”

Zo’Lara shook her head, and pointed at Raquelle’s pocket watch that hung out from her satchel.

“Time, too late,” Zo’Lara said, “Captain should have been here already. Something wrong.”

Raquelle took to her meaning, and a feeling of dread suddenly overcame her. We might be the only ones left.

“We should turn back,” Raquelle said, “If the others couldn’t handle this, why could we?”

Zo’Lara raised an eyebrow.

“Others are not Zo’Lara.”

The barbarian took off into a jog following the hoofprints that led off into the wilderness, and Raquelle sighed in dismay.

Raquelle was born a unicorn to a rich, noble Augustan family - prominent medical professionals who worked in close relations with the royalty at Shimmering Spires. Her aptitude for magic was discovered early on, and she was sent to the Sorcerers’ Academy of the Quiet Spring at the age of 8.

At the Academy, Raquelle garnered a reputation as a perfectionist who took her studies extremely seriously. She was not particularly sociable, and possessed an elitist mentality that was brought about by relentless positive reinforcement from her parents while a child. Despite her reputation for thinking herself above the Academy, her abilities made her indispensable, and she was always at the top of her class. She had a long, curly light brown mane, an off-white coat, a golden necklace with an enchanted ruby jewel, a loose, off-white silk robe. She had bright green eyes and big lips.

Raquelle kept up as best as she could, relying on the barbarian’s tracking abilities to steer them on the right course. There was no reason for her to be so afraid, she thought. There was no blood, nothing but the silk and clothes and strange saliva.

They came across claw marks on the trees, and more of the strange webbing stuck in the trees and bushes as they continued on.

“Close,” Zo’Lara said, after they had crossed the first mile into the forest.

The barbarian had her crude sword stuck between her teeth as she leapt through the woods.

Raquelle never much cared for her sort - the mercenaries, sellswords, low-born upstarts. They had already brought along a thief of all things, why did they need the foul-smelling creature too?

Raquelle sighed to herself. Perhaps she was being too hard on the girl. She didn’t really stink. She might actually have been glad to have been paired with Zo’Lara; it was apparent that the woodland wilderness was the barbarian’s true home. While Zo’Lara may have been a fish out of water at the academy, here the roles were reversed.

An hour ago, it had been Zo’Lara who had dispatched a giant worm that had taken them by surprise; it would have swallowed Raquelle headfirst if the barbarian hadn’t bisected the beast with a single swing.

Raquelle was not built for such brutish forms of combat. Though physically out of shape, with a slightly zaftig figure where all the fat went to her thighs and posterior, she was not helpless; Raquelle was trained in a more elegant art, that of the sorceress. Magic was a fearsome force, and nobody took her studies more seriously than Raquelle. Melee was simply no match for the power of magic, unless her opponent’s name was Valkyrie, a generational talent. Raquelle grimaced at the memory of Valkyrie slamming her on her back after dodging a well-cast blast of arcane fire, some weeks ago. Lucky hit. None of them work as hard as I do. None of them earned the right to call themselves master, not anypony but me. Raquelle smiled to herself, thinking of all the pathetic low-borns she had the pleasure of tossing into walls or freezing in blocks of ice. The only other unicorns who gave her any challenge in the training yard was that dour bitch Merigold and that foreign whore Shara, though by the time of the Great Tourney this summer, that would change. I’m taking that medal. I’ve won it already, as far as I’m concerned.

Raquelle bit her lip and remembered to focus on the task at hand. Perhaps I should let Merigold disappear. That would be one less pony to compete with. She laughed at her own wickedness, but of course did not mean it. She would much sooner savor the look on Merigold’s face after coming to her rescue, then discard such an opportunity for pride’s sake.

Up ahead, Zo’Lara grunted, and raised her closed hoof. Sometimes the barbarian seemed closer to an animal than to a pony, with the way her head jerked back and forth and how her eyes darted about restlessly, as if danger was always near.

Raquelle came to a stop, raising her horn defensively. Her bouncy brown curls fell over part of her forehead near her eyes, and she brushed it aside.

There was a silence, interrupted when a turkey flapped out of the brush, scrambling off between the mares’ hooves.

Raquelle laughed nervously, though Zo’Lara was not amused. They kept on the trail of hoofprints. The prints had too great of a distance between them to be just an ordinary spiderkin, Raquelle thought. Time for all that training to be put to the test.

Raquelle couldn’t make sense of what had happened. No measly spiderkin could have overpowered Merigold. Merigold was probably already on the trail, she was probably not far ahead of them.

Spiderkin, as understood by the Academy, was a broad term, covering a range of creatures who met a short list of ghastly criteria. All Raquelle could remember from class was that they had to produce silk and prey on creatures larger than mice. With webs this large, she supposed their target certainly fit the bill. Some spiderkin, the Magna Aranei, resembled their common arachnid relatives, only on an amplified scale. That dirty, orphaned, low-born new recruit, Clair de Lune, had infamously had a run-in with one of those beasts while bathing in a river near the woods. But this couldn’t possibly be the same creature, they were hardly a threat unless in large numbers.

There were more intelligent, semi-equine species of spiderkin as well, who were generally peaceful. Some even traded with ponies at the local forest market.

Raquelle could only figure there to be two types of spiderkin large enough to construct these types of web, which appeared to be made of flagelliform, a very uncommon strain of impossibly strong, impossibly sticky silk, the result of several genetic mutations. Mutant variants of the Speckled River Spiderkin were the only known species to produce the substance, though they were known to be harmless, thin-limbed, and fragile, and they only fed on catfish near the bog. The other option was the Greater Swamp Spiderkin, which was as large as an adult stallion, but stockier. They were territorial and aggressive, and were known to abduct and devour foals who wander off into the swamp. Unlike the other spiderkin, the Greater Swamp Spiderkin evolved to have a long, elastic second mouth appendage that was capable of swallowing prey whole.

Raquelle felt herself go pale. If this really was what she thought - a creature with the temperament and physicality of a Greater Swamp Spiderkin, who could produce the mutated, magically-enhanced silk as some Speckled River Spiderkin had. It was a terrifying thought.

She felt the magic course through her nervous network. Big and strong it might be, but a clean shot to the skull will take it out all the same.

The webbing that began at the road went on to connect between trees, block passages and form new ones, and made the forest into a hostile, labyrinthine cluster of confusion.

While Zo’Lara was able to navigate the forest floor with impeccable coordination, Raquelle meanwhile was clumsy like a newborn deer, stumbling and staggering along with misplaced steps.

At last they came to where the webbing was at its densest. A cave entrance lay before them, covered in silk. The sheets wound deeper into the form of a tunnel, beyond where the bones littered the ground along with torn pieces of clothing and discarded weapons.

Raquelle and Zo’Lara exchanged a glance, and they approached the cave entrance, which was concealed by a thin sheet of silk. Raquelle gently prodded the sheet with her hoof.

“Princess Vanderpool?” she called out into the cave, “Captain Merigold? Are you in there?”

After a silence, Zo’Lara dropped her sword out of her mouth into her free foreleg hoof, while Raquelle’s horn glowed a violent shade of ruby red.

When her horn glowed brighter, the sheet of silk evaporated into shreds. The mares took a step forward, horn and weapon raised.

Inside, the cave was completely covered in silk; large sheets of webbing stretched along the walls and ceiling and floor, and thick columns of the sticky substance rose from bottom to top. The cave floor was covered in a thin, sticky film, which greatly hindered their mobility.

They continued with quiet, careful steps, until Zo’Lara’s ears perked up.

“Mmmmmmmph! MMMMMMMMMMPH!” came something from deeper in the dark.

Raquelle gasped, as relief overcame her. They’re alive!

Raquelle’s horn glowed brighter, illuminating their way through the dark in red light, and they advanced deeper into the cave.

A few meters further, they found them. Two mares, both alive, but hardly recognizable. Each was encased in skintight cocoons of spider silk, rendered completely immobile. Both of them were frantically squirming and crying out in their sticky prisons.

“Zo’Lara, check the cave. I’ll free them,” Raquelle said, bending down beside the struggling mares. The material they were trapped in was so tight, she could make out every detail of their faces. They were both panicked, desperately trying to speak. Raquelle tried to pick at the silk, but couldn’t easily grab at it. The material was so tight that there were no creases or wrinkles to grab ahold of. She tried pulling on the girls’ limbs, but the silk would not give. Raquelle shook her head.

“OK, Zo’Lara, we’re gonna have to carry them out like this. I can’t get them free,” Raquelle explained.

“Use spell,” Zo’Lara advised.

“I don’t want to risk hurting them,” Raquelle said.

“Unicorn pony weak. Here, Zo’Lara will try,” came Zo’Lara, who began walking back over towards Raquelle.

She didn’t make it two steps, before something reached out of the dark to snatch her up by her mouth and waist. Zo’Lara managed to scream out shortly before the darkness took her.

Raquelle spun around with wide eyes that betrayed her fear. She could hear what sounded like wet fabric being rolled around itself, and some muffled screams from ahead in the dark.

“...Z-Zo’Lara?”

Suddenly the screaming was reduced to a low muffled sound, not unlike how the other victims had sounded. The sound of stretching fabric continued, and Raquelle could catch glimpses of movement in the dark as she approached it. The sound suddenly stopped, and the source of the movement disappeared, as Raquelle’s light drew nearer.

“Let her go!” Raquelle squeaked, “Face me, coward!”

Zo’Lara had disappeared, along with all the courage Raquelle had convinced herself she had. All those training sessions, all those classes, all those books. None of it seemed to matter now.

Where did I come in from? Why is it so dark?

She wanted to run. She wanted to leave now, leave them all behind, and run. But she could not find the courage to budge, and instead her eyes searched the darkness ahead of her, searching for movement, for light, for anything.

Raquelle heard movement from behind her, and she spun around just as she charged up her horn to ignite at full power, illuminating the entire cave.

Then she saw him, that great ghastly thing, with his spider’s pincers and six serpent’s eyes, with his muscled, black, hairy build and a string of drool dribbling out from his teeth. This was no typical spiderkin. This was a monster. She did not have time to scream, before Zo’Lara’s body sailed through the air towards her, colliding into her at such a speed that Raquelle’s spell short-circuited before she could properly cast it. Raquelle was able to dodge most of the impact, turning to see Zo’Lara’s cocooned form land gently in a thick web not far from the other two victims. Zo’Lara was left dangling awkwardly upside down as she desperately tried to squirm free.

“Don’t worry, I’ll finish this!” Raquelle yelled, aiming her horn back towards the darkness, towards every noise, every hoofstep, but the beast seemed to evade her at every turn.

Raquelle spun around in the dark, wantonly pointing her horn. She was panicking, and felt sweat slip down her neck. She was going to end up just like the others, she thought. And she had only found two of the victims. Where was the third? Dead? I will be too.

She heard a rustling sound from behind her, and jumped back just as a stream of silk shot out from the darkness. It missed her, making impact with Zo’Lara cocooned body behind her. Raquelle fired a flaming bolt of magic at the source. The flames burned through the dark and struck something moving further ahead. The beast let out a yelp of pain, and she heard something heavy collapse to the ground. Her heart was racing. Did I kill it?

Raquelle slowly approached the source of the smoke deeper in the cave, where her firebolt had hit. But it was not the flaming husk of that monstrous creature that she found, but rather a large rock charred to bits. Realization overcame her, but it was too late; the beast’s trick had worked.

The beast worked quickly, springing out from behind her, covering her horn with a sticky mesh of silk before pulling a sticky sheet over her face, to blind and disorient her. She hardly had time to scream before she drew back on her hind legs, trying to break free.

He wrapped around her face twice, and then picked her up, beginning to wrap up her body. The silk sprayed onto her legs, and he began spinning her, passing her from hoof to hoof as he had dozens of times before. Before long, her hind legs and hooves were sealed together, and her forelegs were crossed against her chest. He continued to wrap her up until she finally stopped struggling, adding so much silk that it made it difficult for her to breathe.

He held her for a few minutes, inspecting his work, going over every detail.

“I hope you’re comfortable,” Gorgo laughed, “This is a record catch for me. Five mares, all mine.”

Raquelle was blind. She could hardly hear a thing, and worst of all, she could just barely breathe.

Please somepony save me. He’s going to kill me.

She could hear the beast speaking, and feel his hot breath over her face. The smell was enough to make her want to vomit.

She felt herself being set down, and it felt as though she was strung up in a hammock. Out of options, she rested her head on whoever was next to her. It felt good to at least know she wasn’t alone. Valkyrie and the others may have better luck. They’ll come for us.

Gorgo set the sorceress on the web with the others, and took a moment to examine them all. He sprayed a wide sheet of liquid silk over the four of them, anchoring them to the web.

“You all need to relax,” he laughed, “You’ll be here for some time.”

He felt his stomach, feeling the struggles of his last meal grow weaker and weaker. All of the excitement was making him tired, and he decided it was time for a nap.

He sealed up the entrance again, put in place brand new alarm strands, and stomped over to a wide hammock of webbing. These four would sustain him for a couple days, and he might even barter one of them off for goods. Before he knew it, he fell fast asleep, emitting a loud snore.

Morgyn opened her eyes as she slipped back into consciousness. Inside the belly of the beast, her entire body was coated in a thick green slime, what had to be proto-digestive acids meant to soften her skin and erode articles of clothing. Her dress had melted off her body, as had all of her undergarments. Now the only patch of skin that remained uncoated by the slime was around her left eye. The slime tingled, but didn’t sting. She could feel her skin become more and more sensitive, with each passing second. The stomach had begun to contract, squeezing her more and more. She could not stay awake for long, not with how little oxygen she had access to, and also in spite of the boiling-hot heat of Gorgo’s gut. Proto-digestive acids, a thought came to her, recalling some chemistry lessons from school. Little irritation unless ingested. Don’t open your mouth. This was bearable, but in a few hours that would change. Hydrochloric acid. Highly corrosive. There would be pain. There would be quite a bit of pain, unless somepony came quickly and cut her out of this monstrous beast’s stomach. Somepony will come. Merigold will protect me. She always has. She felt herself drift off again, and prayed that the next time she woke up, she would be safe and free again.

Author's Note

Thanks for reading!! Next one should be out in a few days.

03: Skirmish

This was no place for a fight.

One misstep, one misplaced throw, and she would wound up food for any one of the many beasts who called the Deep Wood their home.

Her assailants eyed her from directly ahead on the trail, snarling and clicking and hissing.

They think they’ve found easy prey, Valkyrie thought, They’re in for a nasty surprise.

The spiders that dwelled in these woods were known to be quite intelligent. More so than some ponies she knew. They knew how to lay traps, and how to use rudimentary tools, and they had a complex language that only they could understand. But smart and strong as they were, this was no true threat.

Val’s companions seemed to lack her confidence. Val was not certain of the thief’s competence, and Cassandra was most definitely useless. She was not sure why the High Council had insisted the fanatical zealot join them to begin with; Val would have gotten far more use out of another swordspony or a sorceress rather than a priestess.

Valkyrie, the bastard pegasus daughter of the famed warrior Vambrace, had a coat of pale green and a long, wavy mane of bluish-black. Her outfit was made of thin green leather straps, which she had taken off the corpse of her first defeated foe, during a gladiatorial match across the sea in Nautilus. She never knew her mother, instead spending her time in the company of her beloved father, traveling the world, adventuring, and battling foes. At the Sorceresses’ Academy of the Quiet Spring, Val became ferociously competitive, rising to the top of her class, challenging anypony and everypony until she was the Academy’s reigning tourney champion. As an upperclass pony, Val took on the mantles of Head of Security, Head Witchhunter, Chief Instructor of Melee Combat, and a spot on the Academy’s High Council. Her fellow councilors were wary of Princess Vanderpool’s safety traveling west to Foaledo, and had insisted that Val accompany her. It was Val who had put together this company, selecting the Academy’s best and brightest. For the most part, at least. Cassandra had been stuck in the company in order to appease Foaledo ponies, who, like Cassandra, worshiped the sun goddess of the Equestrians. Val thought of little of Celestia as she did of the Augustans’ own gods. Lies made up to keep ponies in line. Val would scoff at the thought. The only force that moves the world is sharp steel and strong arms, not gods.

Cassandra was born a unicorn to a family of merchants from the west. She was a quiet child, who took refuge from the business of the world in her local temple, where she developed an unnatural obsession with the Equestrian faith. At the Sorceresses’ Academy, Cassandra studied theology and eventually became the Academy’s High Priestess. In the hopes of winning over Equestria’s support, the Academy had begun encouraging a transition into worshiping the gods of Equestria, rather than the old gods of Augusta, a change that did not sit well with many. Cassandra, who had a reputation for her unyielding faith and commitment to the redemption of all ponies, was selected to be the leader of this movement. While Val found her insufferable, Cassandra's eagerness to befriend and support the students of the Academy had earned her the respect of many of her colleagues.

Cassandra has a coat of fair orange and a long, brownish, burnt-orange mane tied up in the back. She wore a white and gold robe-dress, with ribbons of silky fabric stretched tightly across her chest. She also carried a spiked war mace that she was not too familiar with, a gift from a tribespony she had converted to the faith. She did not know many combat spells, though this did not concern her; she considered violence to be a disease, after all.

Val had recruited the thief, called Cat Claw, when the company had passed through New Nightshade. They found the girl trapped in the town’s stockade, covered in feces and rotten fruit, a punishment for pick-pocketing jewelry. Val saw potential in Cat, however, who claimed she had knowledge of the Deep Wood and could help them evade the bandits who roamed there. Val freed the girl and allowed her to make her case, and a few drinks later, Cat had been contracted as the tenth member of the company. A cutthroat and a thief she might have been, but the girl knew which roads to avoid and what traps to look out for, which would prove integral if they were to get out of this forest alive. Cat was a skinny young mare with a pale lavender coat and a curly red-orange mane cut halfway down her neck. She wore a purple tunic-dress with a brown belt that held her beloved dagger.

Of all the ponies in the company, Val naturally trusted these two the least. A delusional fanatic who cowered at the first sight of blood, and a treacherous thief who would run at the first sign of trouble; Val decided to keep these two close to her, to keep an eye on both of them.

For the first hour of their journey, the woods were calm and quiet, and while Val kept a watchful eye, Cassandra and Cat exchanged tales of their travels all over the world. Val gritted her teeth. Cassandra made friends easily, something that Val did not have in common. Friendship was the way of the Equestrians, but Val was a warrior of Augusta. Her only friend was her sword.

Cat had made note of some old traps laid by woodland outlaws, many of which seemed to have been exposed and abandoned for some time now.

“The bandits have all left,” Val suspected.

“Not by choice,” Cat said, “They had a good gig here, they wouldn't throw it away without good reason. They were driven away, most likely.”

“By what?” Cassandra asked.

Val’s eyes darted over to Cat.

“What else do you know about this place?” Val demanded, “What have you been keeping from us?”

“I told you everything,” Cat insisted, defensively, laughing at Val’s irritability, “No need to be so paranoid. It's possible they went somewhere else to do their thievery. Not much left in New Nightshade to rob, anyhow. I saw to that."

"Stealing is wrong," Cassandra said, as if she was the first pony to ever say such a thing, "When we return to the Academy you should come with me to the temple, to confess your sins."

Cat giggled and began wolfing down an apple she had picked off a tree half-a-mile earlier.

"We'd be there all day," Cat laughed, "I've never done nothing that wasn't for a good reason, I told your commander that."

"Cutthroats like you always say that," Val muttered, "How else could you manage to sleep at night?"

"I may be a thief, but I'm not a murderer. Can you say the same, Commander?" Cat taunted.

"What I do, I do to protect the Academy and our lands from those who would destroy it," Val said, "I fight so that ponies can live free and happy lives, only to watch ponies like you squander it all and live a selfish life where you prey upon the weak."

"I'm the one helping the weak," Cat insisted, "Me and my friends are the ones who live in the gutters you piss into, the ones who live off the scraps you throw off the walls of your Academy. You really think I'm some monster because I unburden some rich schmuck from their fortieth jewel-encrusted bracelet, to sell for food and supplies that ponies at the bottom need? There's plenty worse than me out there."

"I know," Val agreed, "But that doesn't mean that your crimes will go unpunished."

"Working for you is punishment enough," Cat laughed, "I signed a contract, remember? Once I do this, I go free."

"Yes," Val said, "But we'll be keeping a close eye on you when this is all over, and the next time you get caught it won't be the New Nightshade deputies who hold you accountable. It will be me."

"Oh, don't try to frighten her, Commander," Cassandra said, "Cat, you know it's never too late for a pony to turn their life around. Don't you wish you could have a fresh start? The Academy would welcome you, I'd make sure of it."

"That's sweet of you, I mean it," Cat said, "But I don't think I'd fit in much."

"Everypony thinks that when they first get there," Cassandra said, "But eventually ponies find their own way to fit in. Right Commander?"

Val glared at her.

"Listen, thief, this is the only second chance you’re ever gonna get," Val said, "A contract is a contract. You finish this job and avoid getting on my nerves, and we’ll see what we can do to help you and your friends."

"Since when does the Academy care about ponies like me?" Cat asked, suspiciously.

"Our order is charged to help ponies. So be good, thief, and that’s what we’ll do,” Val said.

Cassandra smiled, while Cat suddenly found a skip in her step, eager to finish this job.

Val narrowed her eyes and turned around to continue down the trail. Not much further ahead, Val had first caught a glimpse of those black, spindly, hairy legs buckling about the canopy.

Each spider, a breed of the Magna Arenei, were a foot taller than the tallest mare at the Academy, and three times as heavy. But they had not attacked yet; likely they were still sizing the group up from the safety of the trees, searching for weaknesses.

And they found one, when Cassandra was snagged from behind by a third, unseen beast.

“Help!” the priestess cried at the top of her lungs. The other two spiders took action as well, charging the group.

“Thief, help the idiot,” Valkyrie commanded, “I’ll handle these two.”

Cat Claw, the thief, nodded her head, sprinting over toward Cassandra with her dagger drawn.

Val took flight and held her sword with her two forehooves, on guard high above her head. One of the spiders sprayed a cone of webbing toward her, which she easily dodged, prancing to the side. When the beast was upon her, Val slashed downward with a false swing, before reversing the blade to maneuver to the right to sever both of its right legs. The hairy legs flopped onto the ground as green blood gushed out from the wounds. The spider hissed in pain and grabbed Val by the shoulder, foreleg, and hip with its remaining legs. But Val was quicker, releasing her sword with her left foreleg, rearing back, and plunging the blade right between the beast’s mandibles. She frowned as she dug the blade deeper, staring into its eyes as it hissed and choked and bled to death. She pulled the blade free, watching as it drooled thick blood and fell to the ground, dead. Grey brain matter scattered across the forest floor with a flick of her sword.

There was little time for celebration before the other was upon her. From its spinneret, the beast sprayed out a sheet of warm, sticky liquid webbing, instantly immobilizing her legs. The transparent white silk layered itself like a fabric, coating her hind thighs and knees. The beast lunged over her to tackle her to the ground. She threw her blade up as she fell backwards.

The impact was devastating; she felt as though an ox had landed right on her chest. The spider had stopped wrestling, however; it lay still. She struggled to push the beast off of her, and saw that it had impaled itself through the chest on her blade.

Once wriggling free, Val ripped the spray of silk from her legs, and stood up to go help the others. Surely, the two of them could have handled the remaining beast.

Glancing up, Val let out a sigh as she took in the situation. The beast was spinning Cat Claw in its arms; her body was already wrapped in silk, and the beast had just finished sealing her forelegs to her chest. Cat Claw was desperately trying to break free, but was practically petrified with fear. Cassandra lay on the ground nearby, wrapped from head to toe in webbing, save for one eye and a large part of her chest. She was groaning in spite of her predicament, struggling futilely.

Pathetic.

“Here! Over here!” Val called out, catching her breath and cleaning her sword of blood against the corpse of the second spider she killed.

The spider turned to face her, before finishing its work on Cat Claw, wrapping her face several times to silence her screams before tossing her roughly to the ground.

Val took on a defensive posture, watching the spider step to the side, searching for an opening to strike at. Poor Cat Claw had her entire face wrapped, and had no gaps in her cocoon; the only giveaway was a lock of red-orange mane sticking out from the wrapping on her head. This would not be their final fate, Val thought. I will see to tha-

Her thought was interrupted when a stream of silk landed directly on her face. The world went dark as the silk completely covered her eyes. She held onto her sword, but immediately began tugging on the mass of webbing with her foreleg, as she kept hovering in the air. Just as she managed to rip it off, the spider had a hold of her.

The beast wrenched the sword from her hooves, tossing it to the ground.

“Let go!” Val roared. I don’t need a sword to end you.

As if to respond, the spider began to spin her around. Val felt a warm liquid make impact with her stomach, and then felt the silk wrap around her midsection. She fought with all her strength, and managed to slow the beast’s progress, but it was much stronger than she was, and had four free limbs to deal with her.

“You won’t make a meal out of me!” Val yelled as she kicked at it, but the beast took the hits with no issue. I need my sword.

The beast, who was called Ka’Shaza in its own tongue, eyed her hungrily. The others might feed her well for a week or so, but as for this one … Gorgo would want her.

Ka’Shaza pulled her away from itself, tightening the slack of the strand emanating from its spinneret. As she spun her prey, the silk layered on extremely tightly, causing Val to gasp for air as it squeezed her chest. She quickly wrapped up Val’s hind legs, hips, stomach, and chest, before sealing Val’s forelegs to her sides.

Ka’Shaza hissed. This one fought hard for a pony.

Val gave it one last kick before it sealed Val’s hind legs together and wrapped up her hooves. The silk steamed as it layered onto her body.

“Don’t you know who I am?” Val barked, “I’ll kill you, I swear to - mmmmmmph!”

The beast took its time to wrap up her face, and then examined her in its grasp. Val would make it a wonderful meal, and Ka’Shaza briefly considered devouring her right then and there.

How can this be? Val was furious. How could this creature best me?

The cocoon rendered her unable to speak, and as it cooled, it became harder and harder to see anything. The spider wrapped her in two full layers before it finally stopped.

Val noticed something through the thick fabric of the silk. Through the silk, she could just barely make out the shine of her sword. The blade had fallen down and ended up lodged in a log with its blade up, and was only three feet away.

Val might have laughed, if she could move her mouth at all.

Ka’Shaza eyed Val, searching for any thin spots in the cocoon that she would need to augment.

Ponies made excellent meals, especially the mares. All that juicy fat and flesh and muscle would be turned into a tasty smoothie for the beast to suck out and feast upon. Ka’Shaza’s eyes darted up across the woods, and she noticed one of the other mares nearby was trying to cut herself free against a sharp rock. Val saw the beast glance away from her.

Now or never.

Val used every ounce of her remaining strength and bucked forwards, headbutting the spider in its mouth. It did little to phase the beast, who did what Val assumed was the closest its species could do to laugh, a low clicking sound. The world around her began to fade as the cocoon silk cooled more and more. Shapes blurred and colors faded, until there was nothing left but white.

Ka’Shaza was pleased. She had a bountiful catch, and now no friends to share it with. Gorgo would be pleased to receive her offering, and may even let her have better hunting grounds. The beast turned to set the cocooned Val down, but lost her balance as her foot landed in a rabbit hole.

Val felt her world turn around, before suffering a massive blow to her entire body as she landed hard and fast on the ground. Ka’Shaza had fallen beside her, before letting loose a horrible scream, and falling limp, still, and silent. She felt a warm liquid seeping into her cocoon from the ground.

The idiot lost its balance, Val realized, It fell right on the blade.

She let out a triumphant “MMMMMMMPH!” and continued trying to escape from her silky prison.

She tried to locate where the sword had pierced up through the beast, and rub herself against its blade, but ended up rolling off the spider, ending up face down in the dirt. She was able to roll and kick her legs, but not much else.

Celestia was on their side. Cassandra knew it. The sun goddess saw to it that her faithful servants were protected.

Thank you Goddess. Praise Celestia!

With her one free eye, Cassandra had been able to locate a jagged rock, and had been rubbing her right foreleg and hoof against it for what seemed like hours. The silk was strong, every bit as strong as good leather, but stretchy and sticky besides. Back and forth, she managed to rip a small hole after repetitive motions finally wore an opening a full ten minutes later. Exhausted, she managed to poke her hoof out of the cocoon, and started to shuffle her way towards Cat.

Cat’s dagger was lying in the dirt, and only two minutes away. It took a whole minute for Cassandra to slowly drag herself towards the blade.

Knife in hoof, Cassandra began slicing at her other foreleg, which was sealed to her side. She cut and cut, but the knife kept getting stuck in the silk. Cassandra never once confessed her frustration, focusing on the task at hand.

Celestia protects us. Celestia protects us.

She finally freed her other foreleg after another five minutes or so, and took a break.

She looked around and saw the others were having no such luck. Cat was lying still nearby, having given up long ago. Val had ended up squirming into a nearby web, and was stuck to it like an insect. Her body was buckling wildly, and she didn’t look like she was slowing down. Ka’Shaza lay nearby in a pool of dark green blood.

After a brief rest, Cassandra managed to free her upper body, peeling the tight, sticky silk away. She managed to remove it from her clothes, and then sat in the dirt, wrapped from the hips down, essentially a merpony out of water for a moment while she caught her breath again. Composing herself, she went to work and finally freed her legs. Her body was sore from all that effort, and her skin was tingling from the overwhelming tightness of the cocoon. The entire ordeal had taken over ninety minutes.

There was still more work to do, and she needed to be quick about it. Cassandra opted to free Val first. After another thirty minutes, all three mares were free.

Val felt the sting of defeat. She had not only been bested, but humiliated too. I slayed a full-grown wyvern. Ogres twice the size of a carriage, and more ponies than all of the Academy put together. Her first real defeat had come from some measly giant spider; she had been packaged up like some dimwit village girl to make a late night snack. And worst of all, it was Cassandra who had rescued her. The priestess had worn a repulsive smirk when she cut Val’s cocoon open, babbling on her nonsense about her sun goddess. The gods of Equestria aren’t our gods, and none of them watch over us, anyway.

But Val did not have the energy to snap at Cassandra. She took a moment to collect herself. She would have to train harder, she thought. Clearly she had gotten sloppy ever since she took up all those office duties. They could not rest for long, the others could be in trouble.

"We have to go find everypony else, make sure they're safe," Val said.

Val glanced at Cat, who had hardly spoken a word since being free. She wants to get out of here. Who could blame her? Damn the gold, damn the company, damn the spiders most of all.

“Don’t even think about running, thief,” Val warned, “I will find you.”

Cat only smiled.

“A contract is a contract,” Cat replied, bowing her head. But her eyes said otherwise; she only needed the right moment.

Author's Note

Thanks for reading! Next chapter should be out soon

04: Home Invasion

The cave entrance ahead was all the evidence she needed. This was Gorgo’s lair.

Val crouched beside the others behind some thick foliage. The late afternoon sun beamed down through the silk sheets that stretched along the forest canopy, casting strange grey shadows down on them.

He’ll strike any moment. Val considered telling the others all she knew about this beast, this demon, the monster called Gorgo, but she decided against it. Cat had not run away yet, but if she was to know about Gorgo, she’d sprint off without a second thought.

“We have to get inside,” Val said, “I know this creature, the one that dwells here. He’s smart, he’s big, and he’s dangerous. Our best bet at getting out of this is sneaking in and retrieving the others without giving ourselves away. He’s probably already eaten by now, so we can only hope he’s sleeping right now.”

Cat was unconvinced.

“I wasn’t paid for anything like this,” Cat said, “You said I’d be watching for pony-made traps along the road. We barely made it past those creatures from before, if the thing in there is more dangerous, then we don’t stand a chance. I say we cut our losses and spend the evening outside of something’s belly.”

Before Cat could blink, the tip of Val’s sword was resting against her throat. With the slightest pressure, the sword would pierce her jugular.

“You’re not worming your way out of this, thief,” Val said.

Val retrieved her sheath and dropped it to the ground.

“We’re not turning back without the others,” Val said, “Shara and Amalza won’t be long, they’ll have turned around by now to see what went wrong. In any case, we can’t wait for them. He might feed again soon.”

Val meant to continue, until she picked up on the sound of squishing and sloshing from nearby.

“Ready yourselves. We have some slimy friends to deal with,” Val said.

The source of sounds revealed itself, when two giant worms came slithering out from the brush. Each was about as wide as Val’s arm, and twice as long as she was tall. They were the color of common earthworms, but each had a drooling funnel maw that opened and closed as they slithered towards the mares.

“Worms!” Val growled, “Don’t let them grab you!”

One of the worms reared up with half of its body, and prepared to launch itself towards them, while the other continued slithering along the forest floor towards Cassandra.

Cassandra had never encountered such a beast, but luckily her weapon had a universal effect. Her spiked morning star came down just as the worm entered striking distance, smashing its head into bloody paste. Its body writhed in agony as she buried the mace deeper into its flesh. The other had managed to grab Val by her left hind knee, but before it could gain any ground, she decapitated it, leaving its body gushing out blood, flopping around on the ground. The severed head continued sucking on her leg until she could violently pry it off with her blade.

“What vile creatures,” Cassandra remarked, yanking her mace from the worm’s head, before smashing it again just to be sure.

“I can’t tell you how many ponies we’ve lost to these vermin,” Val sighed.

Val stood over her fallen foe, examining it. Giant worms were a common nuisance. Unlike most beasts, culling did little to significantly thin their numbers, and larger areas of the forests and swamps were completely infested with them. Thankfully, they also happened to devour each other, as otherwise every pony in Equestria would have been digested already. They varied in size, from just large enough to ingest insects and mice, to huge beasts that could swallow an ox whole. There were even some disturbing rumors of fishing boats and carriages disappearing, and large vomit piles riddled with wood and bones left behind.

Despite how simple their physiognomy was, giant worms had a certain level of low cunning, capable of ambushing prey, or even sneaking into bedrooms to devour ponies in their sleep. They even knew to play dead, waiting to snatch up carrion birds or passerbys.

“It’s time,” Val said, “Let’s move.”

The trio crept up to the entrance of the cave, stepping over piles of bones and avoiding sticky strands of silk.

“Thief,” Val said, glancing towards the ground.

Cat had seen it too - spider silk tripwires. Cat knelt beside them to disable each of them, as well as some of the alarm strings that had been cast near the entrance, to protect their escape.

Cat then took to slicing a hole through the wall of silk that blocked the entrance, large enough for them to crawl through.

Val shoved her out of the way, and dove into the hole, struggling through the sheets. Cassandra reddened and turned away from Val’s posterior bouncing back and forth as Val crawled her way inside.

Cat was next, her purple tunic and skirt collecting strands of silk as she made her way through. Finally, Cassandra entered, and the three mares paused in the entryway.

Val took in her surroundings, her sword raised. There was silk everywhere - hanging in lines, sheets, and webs. She could hear two distinct noises - the deep register of a loud snore, and the occasional groans of gagged mares.

“This way,” Val whispered, as she crept towards the whimpering victims in the dark. Cassandra was about to shine her light, but Val quickly shot her a glare.

“No,” she whispered. They couldn’t risk it; they would have to rely on the light that refracted across the cave from holes in the ceiling.

Cat was terrified. There’d have to be one hell of a bounty at the end of all this.

The sounds of the mares rustling and groaning grew louder the deeper the trio pushed into the cave. Val opened a silk door into a side room, what must have served as a pantry, where she found the four cocooned mares squirming helplessly in a silk net, dangling next to each other. There were only four of them, when there was supposed to be five, and so Cat knew that Val was correct. Somepony had been eaten already. What if it’s still hungry?

“Thief, cut them down,” Val whispered.

“As you wish, your highness,” Cat replied, sarcastically, before kneeling down beside the closest girl. Cassandra grabbed her gently by the shoulder.

“....We should carry them out as they are. It will take too long to free them here. Plus they might scream if we do. Who knows what they’ve seen,” Cassandra said.

Val eyed her.

“Hm. For once, I agree with you,” Val said.

Cat stood beside one of the girls and said “Don’t worry, we’re here to get you out.”

The girl replied with an excited “Mmmph! Mph!” Her lips stretched out the silk, and Cat imagined it as a ‘thank you.’

“We need you to stay still and quiet, OK? We have to carry you out of here,” Cat said, gently.

Cat’s dagger was as sharp as could be, but it wouldn’t do much to slice through this thick material. After a considerable effort, three of the girls had been cut down from the net.

“This is enough,” Val said, “We’ll carry them out and come back for the fourth.”

The remaining girl protested and struggled on the web.

Are these bitches serious??

Raquelle thrashed in her silky prison. They were going to leave her alone here. The fury she felt for these three was greater than anything she had felt for anypony prior. She heard Val’s voice trying to comfort her, so she tried to kick at her in response, though she was still anchored to the web.

Cassandra looked on fondly. Her group has almost escaped. Surely Celestia was with them. She glanced over in amusement at Val picking at the strand of silks that had gotten stuck to her body, quietly cursing. But the priestess’ joy came to a swift end when the attack came from behind. Her vision of the room disappeared behind a wall of red flesh, and then darkness took her completely.

Val’s eyes widened as Cassandra cried out. She turned to see the priestess standing in the doorway of the pantry, a giant worm’s mouth wrapped around her head. Its drooling maw stretched over the top of Cassandra’s head, covering her eyes. Val broke into a sprint to help free Cassandra, but was met by another worm. She quickly slashed to the side, decapitating it.

More were coming. One, two, three, too many. They slid past her behind the webbing walls, out of sight.

Val couldn’t help Cassandra, not yet. She turned her attention to Cat, who was fending off a worm by the cocooned mares.

“Cat, we have to protect them,” Val said, raising her sword, “Don’t let them near mmmmmmph mmmmmph!”

The captain’s orders were cut short when another worm engulfed her head and shoulders in one swift, sloppy motion. The worm’s body stretched around her like some sort of horrible slimy fleshy garment.

Nearby, Cassandra wrestled with her worm, dropping her mace as the worm’s maw slipped down over her head and neck. A thick, sticky drool began to coat both girls as the hungry beasts worked on consuming them, collecting in their chests and running down their shapely bodies.

Cat had managed to haul one of the cocooned girls back up onto the web, before a worm slid over the Cat’s left hind leg.

“No no no! Fuck! Get off!” Cat yelled, stabbing another as it made its way towards another of the helpless mares. But her dagger wouldn’t wrench free, despite her struggling. All around her were horrible sucking and slurping noises, as her two companions were busy being eaten alive. Val fought with her assailant as much as she could, but the worm had already slid over her chest and thrashed against her until she dropped her sword. Cassandra stood nearby, flailing her legs in panic as the worm stretched over her shoulders.

Cat kicked at the horrible worm with her right hind hoof, causing the worm to slide back down her ankle.

She glanced up in horror as more worms began to spill out from the walls, descending upon the helpless cocooned mares. The beasts quickly began gobbling up their defenseless prey, snagging one by the head, and another by the hind hooves. Without free limbs, they were easy targets.

Val was pulled to the ground with incredible force, and with another gulp she had been swallowed down to her stomach. Val grasps her hooves futily before being lifted into the air upside down.

Cat saw Cassandra dragged roughly to the ground as the worm engulfed her chest. The muffled screams and slurping of the worms made Cat want to scream or faint or cry, or all at once.

Cat continued kicking at the worm as it slid up her leg. Her boot mostly protected her from the slime, but she could feel the disgusting warmth of its innards. With a hard yank, it dragged her to the ground.

Cat fell hard on her ass, but kept fighting with all her strength. She kicked at the beast as hard as she could with her free leg, her shapely thigh powering vicious strikes at the creature. Her heel landed on the slurping monster with a squish. But after three powerful strikes, her right hind leg slid right into the pulsing funnel maw as it opened wider. The warm sticky maw began working its way up her thighs, and she felt the horrible drool all over her bare hind legs. She felt the pressure compress her legs together and let out a scream of terror. She tried to bludgeon the beast with her foreleg hooves. Her strikes sounded like a butcher pounding meat, but only caused the worm to drool more and more, coughing up dribbles of green phlegm onto her body.

The poor cocooned mares had fared the worst, with no ability to resist.

Cat gave one more spirited punch to the worm’s mouth before feeling the hot breath behind her. Before she could assess her situation, another worm had grabbed ahold of her by the head. She caught a glimpse of its pink innards before her vision turned to pitch black. She grasped at its slimy flesh, yelling out before its undulating maw stretched down further over her head, silencing her screams. Cat had never screamed so loudly. Every one of her senses was being assaulted. Thick drool coated her entire body, and made its way into her nose and mouth. All she could hear was a deafening wet squishing noise, and she felt the enormous tightness as the worm’s body compressed her.

She struggled without success as both worms continued to consume her. They began tugging on their ends, fighting for the right to their meal. She cried out in pain as she felt her body being stretched. Just before she could be ripped in half, however, the pressure released and she was violently thrown back into the light. She was pulled from the maw with a loud pop, like a wine cork breaking free.

Gorgo’s larder had turned into a bountiful feast for the worms. The room was filled with the sounds of the worms sucking and slurping and sloshing about, as they all finished off their meals.

Cat continued screaming as she fought her attacker, which had now stretched up over her chest. Cat grasped for anything she could, and ended up grabbing onto a strand of webbing. She screamed and screamed until she was red in the face, and fought with all the strength that remained to her.

The worm mercilessly sucked her shoulders in, and dragged her free from the webbing. Cat continued screaming as she watched the worm’s flesh slide up over her grasping forelegs. She was being dragged down a dark wet tunnel to her doom, and as the worm worked its way past her hooves, the world turned dark again.

Author's Note

Thanks for reading!! Next chapter out in a day or two

05: No Escape

Gorgo found the worms dragging themselves along the floor of his cave, as they made their escape for the cave entrance. The worms’ rate of movement was hindered, rendered sluggish by the huge meals they were each carrying in their stomachs.

Enraged and rudely awakened, Gorgo marched towards the worms as they tried desperately to escape. Those infesting vermin had swallowed up every single one of his new catches. Some of the slugs were long gone already, but others were not quite as nimble.

Gorgo stormed towards them and grabbed one with his monstrous hoof, hoisting the wriggling worm up into the air. He growled as it thrashed against his grasp, before taking his other hoof to claw at the rubbery skin of the worm. In a great show of muscle, he ripped the worm apart, scattering flesh and muscle across the cave.

Val landed on the cave floor in a torrent of green slime and blood. She promptly vomited up some of the acid she had ingested, before collapsing on her face, exhausted.

Shara? She wondered, searching for the cave for any sign of her rescuer. Amalza?

She could not have been more mistaken.

Attempting to pick herself up off the ground, she wiped off as much of the worm acid as she could. Gorgo noticed her. A new one. The best I’ve ever seen, he thought. Full of meat.

While Val was still orienting herself, Gorgo rushed towards her, grabbing her forelegs and pinning them behind her back.

Gorgo pressed her towards the ground, all while the other worms continued making their escape.

“Let go of me, beast!” Val roared.

Gorgo bellowed as he bent her forelegs and held her up in the air.

“Ah … the commander. I expected you’d come prowling around here,” Gorgo said, “Perhaps you’ve found more than you bargained for.”

“Let me go, and I’ll consider granting you a merciful death,” Val spat.

“Your act of heroism has cost me all of my catch,” Gorgo said, “But perhaps you will make a worthy replacement.”

He licked his lips and raised her up in front of him, before producing a thick stream of cream-colored webbing from his chest spinneret, which landed right on her rump.

He spun Val around in circles as she screamed out in rage. With each rotation, she caught a glimpse of the worms carrying her friends out through the cave entrance, escaping into the jungle. She feared for them more than herself, though she would not be of much help to anypony at the moment.

As she was completely overpowered, it did not take Gorgo long to wrap up her entire body from below the waist, as she continued trying to wrestle free. Her defiance only made him smirk.

“You’re a tenacious one,” Gorgo smiled, “I like that. Pity, it won’t do you much good. Your friends may have gotten away, but you won’t. I’ll make sure of that.”

Val was fuming, still too weakened from her trip to the worm’s stomach to put up much of a fight.

“...You won’t get away with this.”

Always the artist, Gorgo spun his stream of webbing around her torso, all while Val winced at the warm sensation of the silk tightening around her skin. Gorgo pinned her forelegs upwards behind her back again and finished the wrapping, adding a sling that went around one of her shoulders. He covered her mouth with one last stream of silk that wrapped around the bottom half of her head, but left her mane and eyes free. Gorgo held her in his forelegs, as she finally gave up completely, once the warm cocoon began to cool and solidify around her. She was trapped, just like before, except at least this time she could still see.

Gorgo noticed there remained one worm who still hadn’t made it out of the cave yet, carrying off one of his cocooned victims. He stomped towards it, slamming his hoof on its tail and reeling it back towards him, hoof by hoof. He grabbed the worm from beneath where the girl was in its stomach, and squeezed upwards with a vicious grip, forcing the worm to vomit the poor girl out onto the floor.

Raquelle had never been happier to be back in Gorgo’s cave. She was still completely blind in her silk cocoon, but could just vaguely make out the shape of another pony through the white haze, slung over Gorgo’s shoulder like a piece of meat.

Gorgo held Raquelle up in one hand, and wrapped her up in another layer of silk, for fear of the worm’s stomach acids having weakened the original silk’s strength.

Gorgo gave a low growl, bitter that the worms had managed to invade his home and steal his property, but he was relieved to have retained two of them, one of whom was a brand new find and, in his opinion, the best of the litter.

Gorgo returned a quivering Raquelle back to the web-covered wall of the larder, before turning back to Val, still slung over his shoulder.

“MMMMMMPH!” Val roared into the silk, but her muffled screams were quickly silenced when Gorgo began spinning the rest of her cocoon. While he went about his work, he elongated his toothed protruding mouth, lathering his spit right against her face. Val winced and jerked around in disgust.

This CANNOT be happening! she thought to herself, bending and buckling and resisting all the while.

After layering more sheets of silk around his newest victim’s body, he finished her off by wrapping her face, binding her with the intention of making it a labor just to breathe.

There was no chance for escape, Val thought. The monster had taken every additional measure available to him - bending her forelegs behind her back, wrapping her three times over, and restricting her breathing, all of which left her more helpless than she had ever felt before. She went slack, defeated.

Naturally, Val blamed Cassandra. She should’ve been paying attention.

Val should have been, too, she considered. Maybe she had been too hard on Cassandra. She might have wanted to apologize, but she had a sinking feeling that they had crossed paths for the last time. Unless Cassandra’s sun goddess was going to pull some trick, that was.

All Val could do was hope, but hope was dwindling.

Gorgo stuck Val right alongside Raquelle on the ground of the larder. They wriggled against one another in discomfort and frustration. All they had was each other, and that was hardly enough. Only one thought stayed on their minds after Gorgo trotted off to another part of the cave, leaving them in the dimly-lit larder to cry and whimper for nopony to hear.

Who will he eat first?

Gorgo returned to his lair, taking a seat on his webbed throne. He was absolutely exhausted. At least his indigestion had passed, he thought; his stomach was no longer swollen or groaning. It had been a while since he had gotten to eat whole ponies, and his stomach had trouble settling after that. The next one would surely go down easier. He decided it was no use crying over spilt milk, and that he could be content with what he had gathered for himself already. The famed warrior Valkyrie, a sorceress, and a princess was not a bad catch at all, the more he thought about it. There was not much point in hunting down all those wretched worms to reclaim his lost prizes; those worms were quick and prone to scattering, and even if he did find any of them, by the time he did the girls would already be long dead.

He decided that he would eat one tomorrow, though he was not sure which one yet, and then the other on the next day. Then, once finished with these pesky Academy mares, he would hunt down that pack of worms and kill each one of them, until the Deep Wood was rid of them once and for all. It was true that those worms digested at different rates, depending on its size and the size of its prey, as well as a complex series of magical properties, and so it was not impossible that some of his former victims could survive in their stomachs for days on end. He wondered if any of the girls could prevail that long, and whether there were any others in these woods who might pose a threat. Soon enough he would find out for himself.

06: Pray For Mercy

Author's Note

Heads up - there's gonna be different versions of how the story plays out!

This chapter goes along with Version B, in which Gorgo kills all of the worms and recaptures everyone.

The canon version, Version A, is that Gorgo only successfully recaptures Raquelle and Val, while the others are all still eaten by the worms.

06: Pray For Mercy

There was no light in the belly of the worm.

All Cat could hear was the sound of sloshing runny flesh and slimy juices gushing over her and past her ears. It made no difference whether she shut her eyes, as she could see nothing anyways. The worm’s mouth was sealed tight, though would occasionally open for easier access to air, allowing occasional thin slivers of light each time to reveal the pink horror of the worm’s innards.

Cat focused on her breathing, taking deep breaths and trying to remain calm. Val will cut herself free. Or Cassandra will. They’ll rescue me just like they did before.

She almost thought she could hear the sound of those other girls in the cocoons crying for help from somewhere nearby, though she wasn’t sure. She could feel the ground beneath the worm as it slithered across the floor of Gorgo’s cave; she felt every rock and every pebble, and every drag of grass or moss or mud.

She tried her best to get comfortable, as she felt the sweat run down her forehead.

Then her world spun abruptly 90 degrees. She shut her eyes tighter, disoriented and unable to steady herself.

In one quick flash, the world came back to light. The bright white silk of the cave almost blinded her, as Cat gasped for air and looked around in confusion.

Above her was Gorgo, holding her by her raised forelegs above the ground.

Getting a hold of her surroundings, she saw Cassandra, the priestess, tied down on the wall by strings of silk around her ankles.

“Cat!” Cassandra cried, relieved to see her companion alive.

Cat glanced up at the beast that had a hold of her. She trembled at his immense strength, dangling from his grip. He was monstrous in size, twice as large as she was, with spider’s pincers by his mouth and a coat of coarse black hair. Cat was paralyzed with fear, hanging by her forelegs helplessly.

“You’re not quite like the others,” Gorgo acknowledged, “But you’ll do just as nicely.”

Cat winced and continued flailing about against his grasp. She saw the other cocooned girls hanging on the wall nearby Cassandra, except now there were five instead of four. Merigold, Clair de Lune, Raquelle and Zo’Lara were all squirming against one another, exhausted and defeated. And the fifth could only be…

“Valkyrie?” Cat gawked, horrified. If the mighty Val had been defeated, then she stood less than a chance.

The floor was covered in fleshy red gore and green blood, the remnants of the many worms that made the mistake of invading Gorgo’s residence.

Gorgo, filled with adrenaline at having recaptured all four of the girls and capturing three new ones, ripped off Cat’s purple tunic dress with one claw, tossing the remains to the ground near the skins of the worms he had just killed.

“Let me go!” Cat pleaded, bursting into tears. Gorgo ripped off her boots next, but left her undergarments, which were hanging on by just a thread. He then launched a stream of silk from his chest spinneret, which landed right over Cat’s hind thighs, before spinning up to wrap around her chest and waist.

“Please! Please don’t!”

Gorgo spun her around in quick succession, wrapping her up until every inch of the redhead was covered in silk. Her forelegs were still held up above her head when he was finished, and Cat gave one last groan of defeat before the last band of silk sealed her lips shut.

Gorgo, satisfied with another successful capture, stuck her with the others and approached his final victim.

Cassandra’s legs were shaking with fear. She had trusted in Celestia before, and Celestia had helped her escape, but now? Perhaps it was too much to ask for divine intervention twice in one day. But this situation had gotten out of hoof. Cassandra may have believed in an afterlife, but she feared death, and would give anything for her and her allies to avoid dying in agony in the stomach of this hideous monster, who so callously thrived off of his own cruelty.

She could not provide much assistance to Cat, as much as she had wanted to, with her legs all tied to the wall of webbing by thick strands of silk. She prayed to Celestia one last time, begging her to spare at least one of them. She cursed herself for having failed to protect her friends.

Please Goddess, please save the Princess. If anypony might be saved, please let it be her. And Captain Valkyrie, who will one day open her heart to you as I've always wanted. If it is your will that I die, so be it, but please save these others, Goddess, I beg you. Please save them.

She snapped out of her prayer when Gorgo finished up Cat’s cocoon. He was heading right for her.

To her own surprise, she mustered up some courage, enough to speak up.

“You will burn in hell for what you’ve done today, devil,” Cassandra said, “Curse you! You’ll pay for this!”
Gorgo laughed at her as he forcefully grabbed her by the arms before planting a hoof on her ass.

“I’ve already paid,” Gorgo spat, “My hell is this cursed form you and your sorceresses trapped me in. Now it’s your turn to pay for your own sins, priestess.”

Cassandra wondered if any of what he said was true. Could her own colleagues really have been responsible for transforming this creature into a vile monster? It was a dreadful thought. Cassandra was surprised to find she had irritated him somehow, when Gorgo roared out in fury and tore off her robes. He anchored his stream of silk right over her face, pinning her mane down as he made his way down past her chest, as she flailed about and screamed.

Cassandra screamed and cried as her forelegs were crossed downwards over her stomach. Gorgo layered the silk past her hips, before sealing them together. Upon finishing, Cassandra buckled in her cocoon a few times in protest, before quickly growing tired and lying still.

Gorgo smiled and stuck her right beside the others, looking at his work, he felt great pride. A catch like this came once in a lifetime. Still, this was only seven of the nine. His work was not quite finished.

07: Last Hope

Author's Note

~ This chapter goes along with Version B, in which Gorgo has killed all of the worms and has recaptured Clair, Merigold, Raquelle, Zo'Lara, Val, Cassandra, & Cat ~
Thanks for reading!!

07: Last Hope

We should never have separated, Shara thought to herself.

Shara and Amalza had been waiting in the clearing for almost forty minutes, still expecting their companions to pop out of the bushes any moment now.

The forest was bustling with wildlife where they were; chirping birds and croaking toads and slithering snakes made the forest come alive, but there was no sign of any ponies.

“We can’t just sit here forever,” Amalza declared, “We’re running out of daylight.”

Amalza and Shara had been best friends at the Academy since their very first day, yet they almost never agreed on anything. Shara frowned as she glanced up at the slivers of golden sunlight slipping through the leaves. They still had a few hours before it would get dark.

“Val told us to wait here to rest until the next group showed up. So we will,” Shara said.

Amalza rolled her eyes and finished drawing a picture of herself in the dirt with the rear end of her spear. She was lying over a rock, bored out of her mind and exhausted from the wait. She always had to be moving.

Amalza was born an earth pony of the warlike Croux tribe, one of the most technologically-advanced earth pony barbarian clans. They were known for their forging of bronze, as well as their ritualistic sacrifices and many peculiar religious customs.

Shara thought of her companion as lighthearted, fun-loving, and battle-ready, always on the lookout for a chance to prove herself. Amalza had been invited by the Academy to represent her tribe and form an alliance with the Augustans, who sought to establish trade relations with the tribe. Amalza accepted, reluctantly, having been pressured by her tribe’s council in order to increase their trade options.

Amalza became well-known at the college as a fierce warrior, and quickly earned the respect of Captain Valkyrie. Yet, few were willing to be her friend; she was tall and strong and known to intimidate, and a foreigner besides. Yet, Shara, another foreign student, ended up growing close to her, and the two became best friends. Amalza had an athletic build, and wielded a traditional war spear given to her by her tribe. She had a pale bronze coat and a long, curly black mane that touched her shoulders, and brown eyes. She wore a tight black leather skirt and a woven brown cloth crop-top.

Shara was a unicorn born to rich government officials in the Western kingdom of Zanjan across the sea from Equestria. She was an early prodigy at magic, and her parents, hearing of the highly-esteemed academy in Augusta that trained sorceresses, saw a foreign education as a worthy opportunity for Shara to take up.

Shara was reluctant to leave her home behind, and had little interest in magic, preferring to study mathematics and science. But she soon grew to respect the art of magic thanks to the teachings of the Academy, and quickly developed into perhaps the most talented sorceress the Academy had ever known.

Though Shara was initially distracted and disinterested with school, she came around after discovering the artistic beauty of magic. Shara grew into a serious and dedicated student, though did become perhaps too eager to show off her power, savoring her time in the spotlight. She had a light brown coat and wavy black mane, and wore a deep scarlet robe dress. Its silk wrapped across her chest in bands, weaving around her waist before dividing into the front and back; the rear part of the dress draped over her posterior and cut off halfway around her thighs, while the front part bent down over her forelegs below her gut. She had bluish-gray eyes, strained from staying up all night studying for class.

“They’re either the slowest ponies in the entire world,” Amalza said, “Or they’re in trouble. Somepony should’ve shown up by now.”

“We went on the same trail they all did, and nothing happened to us,” Shara pointed out.

“Maybe we’re the ones who are lost,” Amalza laughed, “Are you sure you know how to read that map?”

“You’re one to talk,” Shara smirked, “I cannot say I’ve ever met a literate barbarian.”

Amalza took exception to the slight, and rose to her hooves.

“It’s a straight road with no forks,” Amalza said, “This is the clearing, this is the checkpoint, and they were supposed to be here thirty minutes ago.”

“One of them might have gotten hurt, and they’re moving slower than normal,” Shara suggested.

“I don’t want to take that risk. It’d be safer to go and check,” Amalza said.

Shara glanced at the ground, sighed, and finally relented.

“OK. But if we get in trouble with Val, I’m blaming you,” Shara said.

Amalza guffawed and raised up her spear.

“She never scared me anyways.”

The duo set back out on the Narrow Road, the same way they had come from, passing by familiar sticks and rocks from earlier.

They passed over a patch of overgrown foliage further down the trail, overridden with dirt and toppled logs.

“They probably did get lost,” Amalza said, “I’m starting to forget the way back myself.”

Shara was in no mood for Amalza’s jokes.

“We went straight through, remember? Follow me,” Shara said, trotting over the log towards another large patch of dirt. Past a few trees, they found a large crevice in the trail filled with runny brown mud, and a large log that formed a bridge over top of it.

“We’ve got to cross, like last time,” Shara said.

Shara crawled across the log, while Amalza blushed, stuck with an uncomfortably close view of her best friend’s bubble butt. She got even more than she had bargained for when Shara abruptly stopped, forcing Amalza to run face first into Shara, burying her nose in the fabric of Shara’s dress. Amalza reeled back and scrunched her nose. She could taste Shara’s skin on her lips, the sweat and perfume and dirt.

“Why’d you stop?” Amalza demanded.

Shara’s eyes were scanning the forest ahead.

“I thought I heard something…” Shara said, continuing off the log back to solid ground.

Amalza could sense it too. There was danger this way. Certain death, in fact.

They continued further into the forest, unaware of what perils awaited them.

Shara and Amalza opted to tread lightly the deeper they made their way through the woods.

“Stop,” Shara said, catching Amalza with her hoof, “I heard it again.”

Amalza’s eyes darted towards the brush, trusting in her friend’s instincts.

Amalza raised her spear.

“What is it?”

Shara shut her eyes, focusing only on her hearing.

“They’ve got more than four legs, I can guarantee that,” Shara mumbled. Amalza didn’t like that one bit.

Shara could hear the scurrying of feet along the canopy, and the clicking of mandibles.

“Get down!” Shara yelled.

Amalza leapt away just in time, when a spray of cream-colored spider silk splattered over the ground they had been standing on.

Both were slow to get up, having had little time to brace themselves for the impact. Shara reached her hooves first and eyed the treeline above them.

“There’s two at least,” Shara said. She blinked before springing to the side again, dodging a second spray of silk webbing that was shot down from the trees.

Amalza was back on her hooves.

“There! I see one!” Amalza yelled, aiming her spear and launching it at full speed. She made what she thought was a precise hit, which was confirmed when she heard the distorted squeal of the giant arachnid from above, followed by a huge black shape spinning out of the canopy and splattering down onto the ground. Amalza marveled at the beast’s size, which was as big as a small cow. Green blood oozed from the hole where Amalza’s spear was stuck.

“Nice shot,” Shara said, dodging another strike from above.

One of the spiders lowered itself by a thin line of silk, right above an oblivious Shara. But Shara could sense it coming, igniting her horn to shoot a beam of blue magic straight up through the spider’s abdomen.

Amalza smiled at the sight of Shara’s victory, and moved to join her, only to find all four of her legs were knee-deep in the ground, which seemed to give way to her with each attempt at movement.

Quicksand! Amalza realized, grunting as she tossed in the sand, desperately trying to reach the edge of solid ground. Yet, she had unwittingly wound up in the center of the pit, too far to grab a hold of anything. She turned to the spider corpse just a few meters away, also sinking in the quicksand, her spear still lodged in its abdomen.

If I can reach the spear, I can pull myself to the ground.

She tried swimming in the quicksand, peddling with her legs, but that just made her sink faster.

“Shara! Help!” Amalza cried, realizing she was really, really stuck. She tried to stay perfectly still, minimizing movement to slow down her sinking.

But Shara had her own problems at the moment, dodging blasts of webbing from the spiders above. Based on the frequency of shots, she knew there were only two spiders remaining, though despite how many times she blasted balls of magic up towards them, she would always miss. Part of her must have been over-confident. This is supposed to be easy.

Upon hearing her friend’s cry for help, she stopped focusing on the spiders and looked over to see Amalza waist-deep in quicksand.

“Hold on, I’m-” Shara yelled, before she was cut off by a spray of silk landing across her back, pinning her by her chest to a nearby tree. “No!”

Shara grunted and squirmed, to no avail; her left foreleg was pinned along her side. The silk bent and flexed as she struggled. She ignited her horn, just as a second spray of silk landed right over her head, suffocating her magical abilities.

“Come on!”

With her free foreleg, she tried to claw off the silk covering her horn and mane, but the material would not give. Glancing up, she saw an eight-eyed, black-bellied arachnid crawling down the tree trunk right towards her, its fangs drooling over her face. Shara screamed, and wrestled against the webbing.

Amalza heard the screams of her friend and realized that no rescue would be coming.

“I have to do everything myself!” Amalza muttered; she was now up to her chest in the quicksand.

She took a great inhale to muster up some strength, before extending her foreleg towards her spear still stuck in the spider, which was also sinking slowly into the quicksand. She managed to grab a hold of the spider’s leg, but in the process lost her balance, her left shoulder and left foreleg now also buried in the quicksand. Her weight began to drag the spider down deeper, and now both of them were sinking a lot quicker.

With only a few seconds before her head slipped under, she made one last attempt to grab a hold of her spear, and, to her triumph, her hoof found its mark. She yanked the spear free and lodged it into the dirt of the solid ground nearby, and pulled herself free from the sand, just as the spider corpse completely disappeared out of sight.

Amalza gave a great sigh of relief, and saw Shara nearby being inspected by the two remaining spiders. One of the spiders had struck a stream of silk at the bottom of her ankles, and began crawling around her body and tree in circles, while the other one watched. The spider’s legs were slick and covered in small hairs that itched against Shara’s coat. The spider wove its stream around her body, sealing her legs together. The silk was smooth and soft, but that was not much of a relief for a distressed Shara.

Shara refused to cry for help in an attempt to preserve her dignity.

The spider had wrapped her up to her neck, and would have reached her face, before Amalza’s spear drove itself straight through the beast’s head, splitting two of its eyes apart.

The spider fell to the ground, dead, while its companion turned to face the attacker. Amalza jumped out from the bushes and kicked the spider in its neck, disorienting it before she could jump on top of it and land down on its head, spraying chunks of grey brain matter and eyeball tissue all over a poor semi-cocooned Shara.

Shara spat out some of the blood that had gotten in her mouth, while Amalza gave a great sigh of exhaustion, leaning against the spider corpse.

“I owe you one,” Shara said, smiling in relief that this nightmare had ended.

“You owe me more than one,” Amalza laughed, counting her tally for the day. She wrenched her spear free from the spider’s head and began cutting Shara free. The silk was still warm and soft, and thus easy to cut through.

Once free, Shara began picking strands of spider silk from her mane, frustrated with herself for having been overwhelmed by such unevolved creatures.

“Are you OK?” Amalza asked, inspecting Shara, who was still pale from fear.

“I”m alright, I just…” Shara stammered, before Amalza could catch her by surprise with a hug. They held each other for a few moments, and Shara could feel her heartbeat ease back to normal.

“I was so scared,” Shara confessed, “I…I should’ve been able to stop them.”

“They got the better of us for a bit, but we pulled through, just like always,” Amalza smiled, “You’re my best friend, Shara. You really think I’d let anything happen to you?”

Shara smiled and hugged Amalza again.

“Thank you,” Shara said, before glancing back down at the spider corpses. “What vile things.”

“They might have given the others trouble too,” Amalza said, “We have to keep looking.”

They took off at a faster pace than before, eager to make sure their friends were not in any danger.

They found their first clue further down the Narrow Road.

“Shara, look at that!” Amalza said, as they approached the creature blocking the road. They were repulsed more by the smell than the sight. It was a giant worm, split in half, its carcass sprawled across the trail. Shara bent down, trying not to gag at the smell of its exposed insides.

“No sorceress did this. The cut is crude. This is the work of a barbarian,” Shara said.

“The Ozurk girl,” Amalza said, “Lo’Zara, wasn’t it? She wasn’t fond of me.”

“Only I am,” Shara laughed, “...It looks to be a few hours old.”

Amalza kicked the carcass.

“If worms are involved, I’m glad to not be a part of it. I hate those things,” Amalza said.

Shara giggled.

“They’re just stupid animals. Not real threats,” Shara said.

Amalza scowled.

“Everypony always says that, until they wind up in one’s stomach,” Amalza said.

Not much further ahead, they found their next clue.
“This isn’t good,” Amalza said.
They came across a huge wall of webbing that blocked the entire road. A shortsword poked through from the other side, gummed up in the silk. Shara examined it.

“This is the scout’s blade. Clair,” Shara said, grimly. She bent down to inspect the webbing some more, “This is definitely spiderkin silk, but it’s much stronger than anything I’ve ever seen before.”

While Shara continued investigating the mysterious substance, something caught Amalza’s attention from nearby.

Shara noticed Amalza and followed her gaze away from the trail, towards a path of rocks, sticks, and flowers that led deeper into the forest.

“One of them left a trail,” Shara remarked.

“What do you think happened? Trouble with spiders?” Amalza wondered.

“I’m not sure,” Shara said, “But whatever it is, it put all this up to force the others to go off trail. I sense … a great evil in these woods.”

Amalza grabbed a tight hold of her spear.

“Then what are we waiting for? Let’s end this,” Amalza grinned, about to rush out into the forest. Shara grabbed her by the shoulder.

“Don’t be so reckless. We should expect a fight. Stay behind me,” Shara said, taking the lead.

Amalza frowned.

“Hey, it was me who saved you back there, don’t you forget!” Amalza laughed and followed after Shara.

After an hour of silently stalking the woods, following the trail left by Raquelle and Zo’Lara, they heard the low mutter of voices, emitting from somewhere in a rocky hill further up ahead.

The woods in this area were covered from top to bottom in spider silk, and the cave itself at the base of the hill was no different.

“Stay alert,” Shara said, “I hear them. They are … distressed.”

The duo crouched behind some bushes and snuck towards the cave. The sound of muffled cries and groaning gave Shara all the confidence she needed.

“You first,” Shara said.

“No way. You first,” Amalza laughed.

“OK. Together then,” Shara smiled, gently grabbing Amalza by the hoof.

They rose from behind the bushes, horn and spear at the ready.

08: Showdown

Author's Note

~ This chapter goes along with Version B, in which Gorgo has killed all of the worms and has recaptured Clair, Merigold, Raquelle, Zo'Lara, Val, Cassandra, & Cat ~
Thanks for reading!!

08: Showdown

Readying her spear, Amalza approached the cave entrance, with Shara right at her side.

There was a large sheet of silk blocking the entrance, but conveniently somepony had already cut a hole right through it. Amalza glanced at Shara, who nodded, preparing herself for the fight of her life.

Shara bent down and squeezed herself through the hole first, keeping a close eye ahead of her for any enemies lurking on the other side.

The foyer of the cave was empty, though, and Shara could relax a little.

She heard the sounds of muffled cries from up ahead, and the stretching of silky string from deeper in the cave.

Amalza joined her in the cave, and Shara nodded towards the source of the sounds. Both made an effort to make as little sound as possible, as they walked on the tips of their hooves deeper into the silk-covered cave.

Further ahead, they saw it all. Gorgo had just finished cocooning the High Priestess, Cassandra, sticking her next to the other six girls, who were all in the same predicament.

Shara’s eyes flashed with rage. Amalza raised her spear while Shara charged up her horn, eager to avenge their humiliated companions.

Shara shut her eyes and focused, drawing energy from her horn and manifesting it into a great ball of blue fire. Without mercy, she flung the fireball straight towards the beast before them, burning a hole through the monster’s chest. Blood splattered across the cave, staining the white silk. Gorgo grunted in pain and threw up his hooves, collapsing to the ground, bleeding out.

There was blood pooling out from Gorgo’s mouth, as the monster took some labored breaths. He gritted his teeth in pain and clenched his hooves, writhing on the ground.

Shara beamed at her success, and turned to Amalza to give a congratulatory high-hoof.

“We did it!” they said in unison.

Their triumph was short-lived, when the sound of clicking mandibles crept up from behind them.

The duo remained oblivious that there was more than one enemy they would have to deal with, making it a surprise when a net of silk was pulled over Amalza’s face from behind, cutting off air-flow to her lungs. Amalza shrieked and dropped her spear in surprise.

Shara turned in confusion.

It was a spiderkin, an ordinary spiderkin, green in color, similar to Gorgo but smaller and weaker.

The creature growled in Amalza’s ear as she desperately tried to breathe.

Gorgo could hear the commotion behind him, and cracked a half-grin from the ground. He was lucky his minions were nearby to overhear the attack, as now he was in no condition to put up a fight.

Shara charged up her horn again, but lost her focus when two slimy hooves grabbed a hold of her horn, squeezing so tightly she was forced to end the spell early. Shara winced in pain and tried to turn around to face her attacker, before she was swept off her hooves by a large blanket of silk, almost as light as air, that wrapped around her hips and pulled her up towards the sweaty, stinking spiderkin.

“Let go of me!” Shara cried, squirming in an attempt to break free of his grasp.

The creature bent her right foreleg backwards, forcing her to submit. Amalza, meanwhile, was flailing her forelegs like mad, as the spiderkin grabbed a hold of her left foreleg and held her close.

The spiderkin handling Amalza, called Gar’gaba, held her up by both forelegs, and began spinning her in circles, forcing her to move her hooves along with the rotations. Amalza tried to push her arms out of his grip, but his strength was too much to bear. Gar’gaba held her forelegs to her side, all while she continued struggling just to breathe. She tired out quickly due to lack of air, and without her spear, she couldn’t put up much of a fight, anyway.

On the other side of the room, Shara grimaced as the spiderkin held her forelegs up in the air, spinning her in circles as his stream of silk wrapped around her lower-body, covering her hind legs and hooves. She wriggled in the air, desperately trying to loosen herself from his grip. She buckled back and forth, trying to get enough momentum to land a kick at her assailant, but he was holding her too far away. The spiderkin’s name was Dor’khava, who felt the utmost delight in having caught a sorceress, and a beauty besides.

Gar’gaba laughed through his fanged teeth, continuing to spin the struggling Amalza, who was putting up as much of a fight as she could. Gar’gaba spun the silk past her forelegs, forcing one over the other across her chest. The disorientation of being rotated so fast and so many times, combined with barely being able to breathe, made her energy fall rapidly. Yet, she couldn’t give up, not when they had come so close, and continued to wiggle back and forth, trying desperately to free herself. Gar’gaba spun his stream without stopping, making it down to her knees in no time, the airy silk layering on top of itself and forming a strong, dense coating, that sealed her forelegs across her chest.

Dor’khava, meanwhile, was enjoying how violently his prey was squirming, even managing to kick him in the knee, making him squeal in pain. Angrily, he held her hooves pressed together in front of her, as he continued wrapping around her lower body, making several revolutions and adding more layers than necessary. She was a fighter, and he wanted to make sure a catch as rare as this didn’t get away. Shara grunted in frustration as her kicks got her nowhere, and began to get dizzy at having been spun around in this monster’s arms. The worst part was that she knew if they were captured, they’d all be doomed, as the others were already defeated. Invigorated, Shara again tried kicking at the beast, landing a few nice hits at his legs and gut, angering the spiderkin even more.

After several vain kicks and having been wrapped up to almost her neck, Shara decided kicking wasn’t working well enough, and time was running out. Taking a deep breath, she brought her head forward and then slammed it backwards, knocking her skull right into Dor-khavva’s teeth, disorienting him enough to drop her momentarily. Shara realized she didn’t think this through very well, as her whole body was already tightly wrapped, and couldn't stop herself from falling forward, right towards the ground. Before the impact, she glanced over and saw Amalza was having just as little luck, the spiderkin already beginning his second layer around her whole body, as Amalza screamed in terror.

“Please! Stop! Please! Oh my god!” Amalza screamed.

Shara glanced back down at the ground from a few inches away, and shut her eyes in preparation for a hard crash, but it never came.

Before opening her eyes, Shara felt something grab a hold of her head, something hot, slimy, and rubbery. Her mane scrunched up at the top before whatever had a hold of her pushed down on top of her entire head. She opened her eyes in confusion and saw a wall of bright pink flesh, stuck right on her face. Horror sunk in as she realized this was the beast’s tube-like mouth protrusion, and it had stuck itself around her head and down to her neck. This beast is going to eat me, she thought, terrified and unsure what to do. Her arms had been crossed downwards along her chest inside her cocoon, and couldn’t be moved, and neither could her legs. She was frozen like this, barely able to put up any kind of fight. She heard the grunt and yelps of Amalza on the other side of the room, and wondered if she too was being devoured. Dor’khava had found Shara’s attempts to escape tedious, and had enough. She was going to be his meal now, no exceptions. Shara understood that too, and tried her best to wrestle free, but it was near-impossible. The organ was wrapped around her even tighter than the silk cocoon, adding an intense pressure on her body as it slowly absorbed her, making its way down her body as it held her in the air.

Shara could do nothing but scream as the tongue slithered its way down around her body, struggling to extend itself around her massive ass. Her body was utterly immobile, and she was completely at Dor’khava’s mercy.

Amalza, meanwhile, had temporarily lost consciousness out of shortness of breath, making Gar’gaba’s job a lot easier. He spun her limp body in circles, wrapping layer after layer, almost unable to contain his appetite as he went. This girl was absolutely a stunner, and he hoped that Gorgo would leave him this girl out of all of them.

Then he saw Dor’khava, who had begun to ingest the sorceress with his own tongue. Gar’gaba stopped momentarily and glanced over at Gorgo, who was unmoving on the floor in a puddle of blood. The cocooned damsels on the wall had been grunting relentlessly after he’d been injured, apparently thinking they’d been saved. He chuckled to himself, as he knew they were all surely mistaken.

Gorgo appeared to be dead, and the more Gar’gaba thought about it, the more appealing it sounded. With Gorgo gone, he and Dor’khava would take over as the apex predators of this side of the forest, and even better, they would get to feast on this beautiful banquet of mares. All to themselves.

Yet, before Gar’gaba gave into his urges and devoured Amalza, he considered the alternative, that if Gorgo was alive and saw they were eating his meals, he would surely kill them. Thinking it better to wait, Gar’gaba proceeded and continued wrapping Amalza in silk, her cocoon growing gradually more dense and firm. Escape for her would soon be impossible.

While Gar’gaba struggled with his decision, Dor’Khava continued slurping down a quivering Shara, hoping to finish her before Gorgo wakes up, if he wakes up.

Shara felt the organ spasm as it finally squeezed itself over top her shoulders, then arms, then down to her hips. She held back tears, as she realized she was going to be digested alive. She screamed as she took in the foul odor of the beast’s innards. The interior of the tongue was smelly and moist, and she could feel herself being coated in a variety of juices and acids. Some got in her mouth, and it was so foul that it made her spit. But her spit landed right against the wall of the organ, and wound up right back in her mouth. Terror began to set in as the beast raised her higher in the air, using gravity to help push her down into his gullet.

The organ was now past her hind thighs, and it wasn’t much time at all before it was up to her feet, the organ recoiling as it struggled to balance her weight. Her corpulent rump was on full display from the underside. Her hooves wiggled furiously, her last act of protest as the organ sucked them in. The organ was hot, and Shara could feel the rhythmic pulsating of the beast’s innards further ahead.

The organ was spasming slowly, each time pushing her body closer to the monster’s mouth. After a few seconds of disgusting noises and discomfort, she was about to enter the monster’s proper mouth.

Dor’khava, hungry and eager to vanquish this bothersome pest, stretched to open his mouth to unimaginable proportions, anxiously waiting to have this delicious meal fill his stomach. He could taste her, and feel every breath, tear, and whimper she produced. She belonged to him now, she was a part of him. He opened his mouth even wider as her head approached, giving it easy access to slide between his jaws. Shara could hear the crunching and constricting of the creature’s bones, making room for his meal. Disheartened and petrified, she shut her eyes and let the tongue pump her body into his mouth, in jolty, stunted movements that rattled Shara each time. She felt her head press against the bony back of Dor’khavva’s mouth, and could feel the occasional tooth accidentally pinch her, a few times deep enough to draw blood. Dor’khava could taste it, and savored it. Pony blood was a delicacy, after all. She felt her orientation change as the organ, deriving from the monster’s esophagus, forced her downwards, towards its stomach. Panicking, she again shut her eyes in anticipation. Her cocoon was holding her tightly in place, now unable to move any body part except her neck.

As the pressure of the esophagus’ walls squeezed her skull, she could feel the rest of her body fold over the bend and begin to head downwards too. Her head poked at some kind of tight orifice, as the esophagus pushed her with greater strength, gravity helping the process. Her head squeezed through the slimy hole, coating her face in a disgusting green goo, that stung her eyes and drenched her mane. She fell into the stomach facefirst, as the rest of her body slowly fell in after her. She found herself lying on her back, her legs still aimed towards the hole they fell out of. She could feel the oxygen in the stomach run thinner, though she could still breathe. Hope had completely disappeared. She had failed, and she knew it. The others were counting on her, and she was defeated easily.

I failed Amalza. I failed everypony.

Holding back tears, she let her head fall on the wet cushiony walls of the stomach, her whole body wet with stomach acid. It didn’t burn yet, but it was more than uncomfortable. Dor’khava’s mouth-organ retreated into his mouth, satisfied with his meal.

The only sounds Shara could hear were the sloshing of organs and bones creaking against each other. She was powerless and immobile, and couldn’t help herself at all. She tried to fix herself to sit upright, pressing her legs closer to her chest as she felt the walls of the stomach constract around her. She hoped this all wouldn’t be too painful.

Dor’khava, triumphantly, produced a loud burp followed by a spout of drool, as he eyed down Gar’gaba, who had just finished completing Amalza’s full cocoon.

Amalza had woken up from her temporary unconsciousness. Now that the silk wasn’t putting as much pressure, she could breathe slightly easier, though due to the silk solidifying around her, not by much. Dor’khava growled at his companion for not following his lead and devouring the girl, thinking they’d be safer from Gorgo’s wrath if they stuck together. Gar’gaba roared back, thinking of his own needs. In his mind, if Dor’khava was killed for his treachery, Gar’gaba would get twice as much of Gorgo’s surplus. Their petty squabble ended with a new roar, twice as loud as anything the two spiderkin could produce.

Gorgo was alive, and stumbling over towards them, a raging fire in his eyes. “You little wretch! Have you swallowed my food?! Spit that pony out! Now!” Gorgo, though injured and slurring some of his words, was still intimidating.

Dor’khava grumbled and cocked his head forward, trying to vomit Shara up from his stomach. Gar’gaba, meanwhile, added the finishing touches to Amalza’s cocoon, who didn’t bother screaming, as it wasted breath. Instead, she only softly cried out for him to stop, her pleas landing on empty ears.

Shara opened her eyes as she felt the walls of the stomach around her contract again, but this time not around her, below her, as if it was trying to push her upwards. Confused but unable to do anything about what was happening, Shara felt herself rise up through the tight hole again, once more coating her in that sticky slime. The monster choked as he regurgitated her, though she was so large that it took time, and was slightly painful.

Gorgo stood there, waiting impatiently for the sorceress that nearly killed him to show herself again. He was displeased with Dor’khava, but had already reserved his anger for the girl. He glanced at Gar’gaba, who wrapped Amazla in at least seven layers, her cocoon now a solid, opaque off white, her expression of fear visible beneath the sheets.

Gorgo felt weak, and he knew he probably wasn’t strong enough to cocoon the sorceress himself. He had immediately decided he was going to eat her first tomorrow, after he found a way to heal himself.

After making a few disgusting choking noises, Dor’khava coughed several times before puking Shara’s form from his elongated mouth-organ, until he spat her out right onto the floor, disoriented, dizzy, and confused. She was still in her cocoon, preventing her from standing up. Gorgo’s anger turned into malicious glee, as he saw her writhe on the ground helplessly, like a wounded animal. She was crying, begging for mercy, saying things like “Please, stop,” and “I will do anything.” He had heard it all before.

She was beautiful, he admitted to himself, and she would make a delectable meal. But first, he had to keep her from escaping. “Gar’gaba, put that one with others. And you, Dor’khava...You can make amends for your mistake...Finish this one, I care not to waste my energy,” Gorgo commanded, holding his wounded chest. Shara had missed his heart by mere centimeters.

Amalza made no effort to resist as Gar’gaba carried her off towards one of the walls covered in webbing, nearby to where her captured companions were, who by now had realized their rescue had failed. Shara, meanwhile, had wriggled around so much she ended up stuck on her stomach with her face on the floor, no longer deprecating herself for her failures, but instead enraged. She was free from that monster’s stomach after all, this was her chance to escape! But, no matter how hard she tried, her cocoon was so tight she knew she would not be going anywhere. Gorgo stared down in disgust as his minion approached her.

Shara struggled relentlessly as Dor’khava picked her up with two hooves. She shuddered at the thought that she was just in that monster’s stomach a second ago and now she was being wrapped in an inescapable prison, only to be devoured again later. She clenched her teeth in fear as Dor’khava attached his stream of airy silk down on her hind calves, spinning her in circles and wrapping her in the soft, blanket-like fabric. In one sheet, he wrapped all the way up from her hind calf to where her forelegs were crossed, right below her chest, squeezing her body even tighter. The pressure was becoming too much, and Shara cringed from the strain. Dor’khava spun her violently, giving no regard for what should’ve been his meal. He thought about killing Gorgo himself, the old bastard was nearly dead already, why was he taking orders from him? Grumpily, he continued wrapping Shara, as she let the tears flow down her cheeks.

Shara gave a high pitch grunt upon feeling Dor’khava’s large, leathery, clawed hooves grab her soaked mane and yank her backwards. She was being beaten around like a rag doll, and she was beginning to lose energy from fighting so much. She screamed loudly as he twirled her in his palm, spinning his immaculate stream of flawless silk around her hips and breasts. Her whole body felt sore from the pressure. His tight grip was beginning to give her a headache., and being spun around repeatedly didn’t help.

Shara, experiencing flashbacks to earlier with the spiders, suddenly felt an impending sense of dread, as she realized the silk was going to wrap around her face and possibly seal her fate for good. She’ll never be able to call for help, or know what’s going on. She’ll be an unthinking piece of meat for an animal to feast on. The thought terrified her, so much that she had to scream and burst into tears, louder than before, as she watched the silky band wrap past her neck and closer to her face. While Shara sobbed hysterically, Dor’khava gave one last scowl at her, the meal that got away, before wrapping the silky sheet around her face, and then pulling it taut. The silk was somewhat see-through, and she could still make out objects in front of her, though they were blurry. She continued screaming and shaking her whole body in protest, though she knew these beasts could not be reasoned with. As Dor’khava finished a few more spins around her face, her vision slowly became consumed by an inescapable white. A sense of doom descended upon her, and she gave one last, quiet whimper before Dor’khava added one last layer of silk across her face, silencing her for good.

Seething with despair, Shara remained in Dor’khava’’s strong grip as he added some extra layers over her body, bending the angle of his stream down across her chest. Shara’s mane was forced down over one of her eyes, making vision even more difficult. She continued to struggle, though she knew she had already lost. She reeled her head back as Dor’khava wrapped the stream around her rump, longing for her to be back in his stomach. Despite his resentment of Gorgo, he knew even when injured, he wouldn’t stand a chance, and continued wrapping the girl that should have been his. Eventually her cocoon began to solidify under its numerous wrappings, and turned to an opaque, solid white color. Dor’khava pulled the sheet around her rear and back around her chest, all the while she groaned in frustration. This was not only a defeat. This was humiliation. The beast even began a second stream of silk starting at her hooves, spinning them simultaneously until they met in the middle, sealing around her belly button.

With Shara’s cocoon finally complete, Gorgo could at last relax a little. Nine pesky brats tried to stand in his way, and now they were just trophies on his wall, waiting their turn to be devoured. After shooing away his minions, Gorgo picked up the wriggling Shara, looking at her with scorn, and placed her right next to her best friend Amalza on the wall, surrounded by her squirming accomplices.

“I’m going to eat you first, sorceress…” he said into her ear, before leaving her to squirm and cry in her cocoon prison.

Gorgo limped away to heal the hole in his chest, having already lost a good amount of blood. Those girls had gotten pretty close to killing him, and his own minions even tried taking advantage of it. But he couldn’t be mad; he had just won, after all. He had nine girls imprisoned in his Cave, and he planned on making them last, for all the trouble they caused him. He would give Gar’gaba one of them, as appreciation for his loyalty, while that runt Dor’Khavva could starve. This injury would take time to heal, but the pain would all be worth it. Taking one last look at his squirming damsels, he smirked. “Keep at it, my sweets. This is your home now.”

Clair de Lune awoke to the sound of screaming.

In her silky prison, Clair had given up trying to escape two days ago. The fabric over her eyes was so dense that Clair could hardly see, especially when the cave was at its darkest. Shara had been devoured the same day that Princess Morgyn had, after Gorgo had healed his festering wound. Val and Raquelle had been next, and Amalza too, though she had been given to one of Gorgo’s minions as a gift. Merigold was still alive; Clair could feel her chest contract with every breath, as they were stuck on the web right alongside each other. Zo’Lara, Cat Claw, and Cassandra were nearby somewhere, though Clair only knew as much by the muffled moans and whimpering cries.

While her hearing was hampered and was rendered blind, her sense of smell had not been affected, although she wished it had been. All of the remaining survivors had all pissed and soiled themselves already, unable to stop themselves after two days of confinement. Gorgo only cared when he was about to eat them; with Raquelle he had made his minions clean her up and rewrap her prior to him ingesting her whole. The cave stunk anyways, though, with Gorgo and his companions frequently vomiting up their rancid mucus onto the cave floor, or worse, when they belched up the bloody remains of their friends. The skulls of Morgyn, Val, and Shara were poking out of the pile of feces in the far corner of the cave, and the stench was a waking reminder of what horrible fate awaited them all.

While some of the ponies, particularly Shara and Raquelle, were blubbering messes right up until the end, Clair had run out of tears to shed. She had failed to protect her princess, her captain, and her friends, and as far as she was concerned, she deserved to suffer and die in that monster’s stomach.

Though she had first suspected Gorgo’s selection process was purely random, Clair had since changed her mind. He seemed to favor the taste of unicorns - Shara and Raquelle were both early choices. Val had been chosen because of her prowess as a warrior; perhaps Gorgo really was afraid of her, and wanted to be rid of her as quickly as possible. If magic was what appealed to him the most, then Merigold and Cassandra, both unicorns, would be next. Clair, the only pegasus of the bunch, would come third, and then the barbarian and the thief would be the last supper. Since Gorgo ate two mares per day, she supposed she had at least one day remaining before she would embark on a one-way trip into Gorgo’s gut.

She held out hope for a rescue, despite her better instincts. Morgyn’s family was rich and paranoid over her safety; they would not delay sending out a rescue party once they noticed the faintest sign of something having gone wrong. But it was a long shot that the rescue party would be able to find them in time, and even if they did, what chance did they have against Gorgo? Clair almost wanted to laugh; if she was somehow rescued, she expected to be court-martialed, expelled, possibly executed, for having failed to protect Morgyn. That’s what I deserve. She wasn’t like all the other academy students. She wanted to be my friend. Clair began crying softly in her cocoon, helpless but to wriggle and writhe and regret. Merigold gave her a gentle kick as if to comfort her. Clair went limp, defeated, and shut her eyes. Soon this nightmare would be over. She had failed, and now she would have to face the consequences.

09: Without A Trace

Author's Note

~ This chapter goes along with the canon version of the story, Version A, in which the worms have escaped Gorgo's cave with Merigold, Clair, Cat, Cassandra, and Zo'Lara.

Thanks for reading!!

09: Without A Trace

It’s too hot.

Merigold felt the sweat drip down her face. She had only just drifted back awake, and had completely lost her sense of time. She felt the jerky movements of the worm, and the rocks and twigs and leaves that it slithered over. They were far from the cave by now, far from Gorgo. She would have been relieved, if not for the fact that she had traded one beast’s stomach for another as her final resting place. She was still trapped in Gorgo’s silken cocoon, which remained mostly intact.

Aciniform, Merigold thought, recalling the name of this rare strand of webbing, This might buy me a few more hours when the acid kicks in.

She had seen what had happened, through that blurry white veil. She had watched as Val and her companions unwittingly tracked in a rabid pack of giant worms, one of which had claimed Merigold for an easy meal.

Giant worms can’t digest while they’re on the move, Merigold recalled having read. As long as they were moving, she wouldn’t need to worry. Let’s hope this thing’s home is miles away.

She suddenly felt the ground give out from below the worm, and she sank deeper into the air, but did not fall all the way. She was suspended across a chasm that the worm had managed to reach across, followed by the other four worms that were carrying Merigold’s friends.

At least Gorgo could be reasoned with, Merigold thought. This was a different kind of humiliation. Beaten by a brainless invertebrate. If only Val could see this.

What’s taking them so long? Amalza thought to herself.

Amalza and Shara had been waiting in the clearing for over two hours, still expecting their companions to finally turn up and apologize for having taken so long.

Amalza dug her spear into the dirt, attempting to sketch a rudimentary drawing of herself. I wish the Academy had art classes, she thought. The only classes she had ever taken were those that had to do with combat and warfare. It was Shara who shone a light on other concentrations, on science and art and magic. Amalza could never make sense of how Shara seemed to know everything about everything, and never bragged about it either, not like that sorceress with the fat ass, Raquelle, or the arrogant Captain Val.

“We can’t just sit here forever,” Amalza sighed, “We should’ve turned around already. The sun’s already setting.”

She heard Shara sigh under her breath. Amalza almost had to laugh. Of course Shara would disagree. They couldn’t agree on anything.

“Val told us to wait here to rest until the next group showed up. So we will,” Shara said, for the twentieth time. Amalza had spent two entire hours trying to convince Shara to give in, but Shara was steadfast in following orders.

Amalza rolled her eyes and finished her picture in the dirt. She was lying over a rock, bored out of her mind and exhausted from the wait. She would much rather be active and on her hooves.

“They’re either the slowest ponies in the entire world,” Amalza said, “Or they’re in trouble. Somepony should’ve shown up by now.”

“We went on the same trail they all did, and nothing happened to us,” Shara pointed out, “They went off course for some reason. Our job was just to clear the road ahead, and that’s what we did. The princess is well-guarded, I wouldn’t worry.”

“Maybe we’re the ones who are lost,” Amalza laughed, “Are you sure you know how to read that map?”

“You’re one to talk,” Shara smirked, “I can’t say I’ve ever met a literate barbarian.”

Amalza growled and rose to her hooves. Shara and Amalza had met each other on their first day at the Academy, both foreigners who were not entirely sure how to fit in. Amalza came from the Croux Tribe south near the Nightmare Cliffs, while Shara came from some ancient kingdom from across the sea, Zanjan.

“It’s a straight road with no forks,” Amalza said, “This is the clearing, this is the checkpoint, and they were supposed to be here two hours ago. We cleared the road, everything was fine. Why would they go off course?”

“My guess is they had to turn back, and didn’t have time to tell us. They might have forgotten something, or maybe one of them might have gotten hurt,” Shara suggested, “Maybe they decided to make camp somewhere better than here, and thought we’d be alright on our own. I did tell Val we could camp ahead if she wanted, before we left.”

“Maybe, if, you think….It’d be safer to go and check and know for sure,” Amalza insisted.

“What are you so afraid of?” Shara asked, concerned, “The forest is full of love and life today, and here you are, paranoid and itching for battle.”

“Maybe it’s nice in this neck of the woods,” Amalza said, before glancing back down the way they had come from, “But I felt uneasy the whole way here. I know you did too.”

Shara’s eyes fell to the ground. She sighed, and finally relented.

Yes! Amalza grinned, triumphant.

“OK. We’ll go back. But if we get in trouble with Val, I’m blaming you,” Shara said.

Amalza guffawed and raised up her spear.

“She never scared me anyways.”

The duo set back out on the Narrow Road, the same way they had come from, passing by familiar sticks and rocks from earlier. The late afternoon sun colored the woods gold, and there were only three hours or so left before sundown.

They passed over a patch of overgrown foliage further down the trail, overridden with dirt and toppled logs.

“They probably did get lost,” Amalza said, “I’m starting to forget the way back myself.”

Shara never liked Amalza’s jokes. At least, she pretended not to. Amalza couldn’t count how many times those jokes had put an end to Shara’s weekly crying fits. Shara worked herself too hard, Amalza thought. Her parents put some ugly notion in her head that she had to be the best at everything. The Croux didn’t believe in such nonsense, Amalza had once said. Everypony has their own purpose, which is theirs and theirs alone to decide. The more time Shara spent at the Academy, the more confidence she found, but still, she was fighting an endless battle to beat the untenable expectations she had set for herself.

“We went straight through, remember? Follow me,” Shara said, trotting over the log towards the large patch of dirt. Past a few trees, they found a large crevice in the trail filled with runny brown mud, and a large log that formed a bridge over top of it.

“We’ve got to cross, like last time,” Shara said.

Shara crawled across the log, while Amalza blushed, stuck with an uncomfortable close view of her best friend’s bubble butt.

They climbed over the log to the other side of the crevice, and continued further into the forest, unaware of what perils awaited them.

“If they’re lost, it’s gonna take days to find them,” Amalza said, “I’m starting to….Whoa, Shara, look!”

Amalza came to a sudden stop, pointing her hoof at as many as five giant worms slithering across the dirt, crawling towards the thicker part of the brush away from the road.

“Worms?” Shara said, mildly disgusted.

“I hate worms,” Amalza mumbled, “...Wait, look! There are ponies in there! That might be them! Oh gods, they ate them! We have to do something!”

Shara was hesitant.

“I wonder. These worms would have smelled us from a mile away,” Shara said, ”Why have they not attacked?”

Amalza scoffed while picking up her spear. “Who cares? You know I hate these things, let’s take care of this, quickly if you don’t mind.”

Shara sighed at her best friend’s brazenness and began charging her horn, preparing to blast each slug to pieces.

Then she froze, when she felt something dripping from the trees above onto her forehead and chest. It was a strange, slimy green liquid, sliding down from her forehead onto her snout.

Grimacing, she reached for the slime, and retrieved a string of sticky green goop.

Her eyes widened in horror and realization, and she slowly raised her head upwards to see the gaping maw of a giant worm, hovering right over her head, hanging from the trees, drooling its thick green mucus down on top of her.

Its drool fell all over her shoulders and face, as she gulped in fear. Before she could react, the worm dropped itself from the tree, falling right on top of Shara’s head, who gave an ear-splitting shriek.

Amalza turned, unaware of what was happening, her mouth gaping in shock at the sight of a giant worm attached to her friend’s head. “Shara!” The worm was already down to her snout, leaving her mouth free to scream.

Shara flailed her forelegs about, screaming bloody murder, as the worm descended further on top of her, its slimy pink flesh wrapped around her entire face. Her screams were reduced to muffled cries of terror.

“Shara, hold on! I’ll-” Amalza attempted, but before she could run over to save her friend, Amalza felt a strong, suction-like force pull down on her left hind leg. She stumbled, and glanced down, realizing there was a worm with her hind hoof stuck in its mouth. The worm sucked down her calf, as she tried to stay standing using her spear for support.

Shara’s worm had looped itself around the branches of a tree, adding extra support as it began raising her into the air.

The worm with its mouth around Amalza’s leg continued making progress, ascending up almost to her knee, before it aggressively swung down, knocking Amalza off her hooves, slamming towards the ground. Amalza grunted in pain, hitting the ground hard. She dropped her spear as well, groaning as the pressure around her leg increased.

Shara, with the worm down to her neck, glanced upwards through the tunnel of the worm’s body, as it pulsated and throbbed. She used her forelegs to grab and tear at the beast, trying to force it up off her head. The worm wouldn't budge though, and began shaking Shara back and forth. All Shara could see now was the slimy pink walls of the worm’s body, covered in sores and unnatural growths. It was gooey, and soon enough her mane was drenched with slippery mucus. The worm continued drooling all over her body, making her slippery and slick, enough to make her practically slide up into his throat.

Amalza searched for her spear on the ground, but couldn’t find it, all the while the worm continued slurping down her leg.

“Fuck! Get off! Shara, hold on!” Amalza yelled.

Amalza, fuming with rage and unarmed, raised her free hind leg and kicked at the worm, hard, distracting it for a moment. She turned around again to look for her spear, and found it, lying on the ground behind her. Speedily, she rolled over onto her stomach and kicked herself towards it with an outstretched hoof. She was desperately stretching her foreleg as far as it would go in an effort to grab it, yet the spear was just barely out of reach. Refusing to give up, especially while the worm had temporarily stopped moving up her leg, she gave another effort, clawing at the floor, trying to push herself closer.

She was just one centimeter away, and she knew she could grab it, until she was suddenly yanked backwards away from it.

“No!”

The worm had managed to pull her other leg into its mouth as well, and again began working its way up her body. The worm dragged her away from the spear as she squirmed angrily. It was now at her knees on both legs, and was throwing her around like a rag doll.

“Let go of me! Get off!”

As the worm dragged her along the ground, her leather skirt rode up, exposing her posterior, soon to be devoured by the ravenous worm.

The worm flipped Amalza over onto her back again, and struggled to stretch its jaw around her massive hind thighs. She sat upright and tried using her forelegs to pry it off of her, but the worm was undeterred. He was going to make a meal out of her, whether she liked it or not. The worm finally made it up to Amalza’s hind thighs and threw her back down on the ground, Amalza grunting in a high pitched voice.

Amalza grabbed at the worm with both forehooves, slipping them underneath its tight folds to try and get a better grip. The worm’s flesh was so slippery, however, that she accidentally let her hooves slip right inside, as the worm stretched itself around her hips. She groaned in frustration, again sitting upright.

She glanced over at Shara, to see she wasn’t having much luck either. Shara was being held midair by the worm, who had progressed overtop her chest and elbows, her forelegs and hindlegs jittering back and forth. Her screams for help were muffled by the worm’s tight flesh, though the sound was so disheartening, Amalza began to feel hopeless too. Her anger had gotten her in an even worse situation, and there wasn’t much more she could do but squirm and wrestle with the worm.

“Somepony help!” she screamed, but nopony was around to hear.

Amalza gave a surprised scream as the worm threw her back down on the ground, succeeding in passing her hips. Amalza’s hooves were now stuck deep in the worm, Amalza herself wiggling back and forth, her whole body from the waist down stuck in the worm’s mouth. The worm slurped down on her skin until it was up to her chest, Amalza breaking down and resorting to sob-filled screams as her only means of protest, her forelegs almost completely engulfed in the worm’s mouth. She screamed and rocked herself back and forth as the worm closed in around her neck.

Amalza could feel the tight, lathered skin surrounding her body compress her form, pinning her forelegs to her side and preventing her from moving at all. The worm gulped down her neck, as Amalza shut her eyes and cried, terrified. The worm’s body was hot and uncomfortably tight, and her whole body was covered in its juices. The mucus got between her legs and inside her clothes, as she continued bucking back and forth. The worm climbed its way past her ears and up past her head, as Amalza gazed upwards and produced one final, desperate scream, before the worm’s mouth raised itself above her head and shut, trapping Amalza inside forever.

A few meters away, Shara’s worm had reached her belly button, as she kicked her legs in every which way, her protests all in vain. She writhed as the worm convulsed around her, each time gaining a few more centimeters on her body.

The worm that had consumed Amalza, the same worm that had eaten a cocooned Merigold almost twenty minutes ago, slithered its way up towards the dangling Shara, whose scarlet cloth robe-dress blew wildly in the wind. The worm felt around her inner thighs, wrapping its way around her legs.

Amalza’s body was plunged deeper into the worm’s stomach, as she sniffled and groaned in the tight vacuum she had gotten herself stuck in. Until, she felt something strange, at the bottom of her hooves. It felt like a pony’s hind legs, but covered in some strange sticky substance. She realized she wasn’t the only victim to be eaten by this worm, and could confirm without a doubt when the stomach had pushed her right alongside the other pony’s body. Despite the darkness, the occasional sliver of light let in by the worm’s opening mouth revealed the pony was covered in some kind of white silk, wrapped from head to toe, immobile.

“Hey! Can you hear me?” Amalza yelled, not sure if her fellow victim was alive or dead.

“Mmmmph?” was the response, and it was a relief.

Merigold’s cocooned hooves were right in Amalza’s face, but she couldn’t complain, as Amalza’s dirt-covered hooves were also in Merigold’s face. Amalza had no idea who the other mare was until she felt the leather of Merigold’s catsuit beneath the layer of silk.

“Captain?”

“Mmph,” Merigold replied, dryly.

Merigold could not make out whose voice was speaking to her, though she assumed it had to be either Shara or Amalza, and, telling by the voice, she was guessing Amalza. The two wiggled against each other as the wall of the stomach contracted again around them. Amalza groaned in frustration, but Merigold had already gone through that, and now just laid there, immobile, sweaty, and exhausted.

Shara, meanwhile, was squirming restlessly as the worm stretched over her wide hips, her legs kicking in every direction, disoriented and scared. The worm yanked upwards at her body, preventing her from sliding down out its mouth. The worm spasmed again, reaching to her knees as she continued kicking futilely. Even as Shara cried and screamed, kicked and fought, the worm showed no mercy, engulfing her all the way down to her ankles. It spat up more and more of its mucus, lathering up her body. The warmth of the flesh was disgusting, and the smell was even worse. Shara cried as she was forced to accept the fact that she was going to be food in another creature’s stomach.

I have to fight, I have to save Amalza!

In the back of her head, she knew she was kidding herself. She couldn't even save herself.

The worm raised her body up horizontally, before slurping up the remaining portion of her wiggling hooves, slamming its mouth closed around her body, now fully consumed. Shara squirmed inside, the flesh unbearably tight.

The worm crawled upwards along the tree, its meal still fighting inside, trying to use her nails to scrape the inside of its stomach. The worm spat out some mucus as a result of indigestion, the girl fighting as hard as she could as she was pushed deep into the worm’s innards, where escape was most improbable. Giant worms had an affinity for magic users after all, and the worm was more than content to have been able to snag a sorceress, especially after missing out on the banquet in Gorgo’s cave the other worms got to partake in.

The worms regrouped, their stomachs full, and began slithering back to their lair to begin digesting their new prey.

10: Final Resting Place

Author's Note

Heads up! In this chapter things get gorey/violent. However, the official end to the story is that no one is dead yet (except for Morgyn RIP). Consider this one to be the ‘bad’ ending. How the ponies end up in either version is up to your preference. In my head, rescue is always an option at some point. This chapter caps off the canon version of events, Version A, but I wanted to include Val and Raquelle for this last one, so fuck it let’s call this Version C, in which all nine have been caught by the worms.

I hope you enjoyed reading! I might do a sequel about a rescue attempt in the future, but there’s a lot of other projects I want to do first so it will probably be a while. This was my first try at doing horror, let me know if you’d like to see more stuff similar to the vibe of this one.

10: Final Resting Place

The company was reunited.

Amalza writhed inside her slimy, fleshy, skintight prison, stuck alongside Merigold, who had just fallen unconscious again. There was hardly any air inside the stomach of the giant worm. In the worm’s gut, liters of green ooze and clear mucus gushed out to cover both of the mares from head to hoof. Every one of Amalza’s senses was being assaulted, as the worm slithered across rocks, dirt, and grass. Her left foreleg was bent up by her head, while her other foreleg was stretched across her chest.

The eight worms with their nine victims spent the evening traveling to their lair, a subterranean cavern that began near the roots of a great red maple tree. There were other worms inside already, lounging about and sucking on old scraps. Bones and blood and ooze littered the floor of the lair, which was a slimy, sloshing cacophony of amoral invertebrates. A squirrel’s skeleton lay half-buried in the dirt, next to a deer skull and the spine of some animal, along with a pony’s rib bones strewn about. There were steel gauntlets, a belt, and some kind of rusted metal object also lying on the ground; this was not the first time the worms had tangled with ponies. Two worms were wrestling with each other when the eight newcomers arrived, and undoubtedly one would soon have to devour the other.

The biggest worms gathered in the center of the lair where rays of afternoon sunlight shone through from between the tree roots in the lair ceiling, conforming to the strange sort of social hierarchy the worms had developed; the smaller, younger worms were left at the outskirts of the cave.

Once the worms were settled in their home, the proper digestive process began, when the prey is moved so that the worm can sit comfortably.

Cat Claw’s forelegs were raised over her head, as she slipped in and out of consciousness. The worm’s stomach walls constricted around her, crushing her chest and pushing the air out of her lungs.

She wouldn’t accept that this was the end. She wouldn't accept that she was going to be melted and digested and turned into worm shit.

It’s just a bad dream.

Over time, the former victims of Gorgo had their silky cocoons fade away, as the preliminary cleaning acids went to work, breaking down the fibers of Gorgo’s magically-enhanced strain of webbing and dissolving particles of dirt and external bacteria before flushing them down the duodenum. Merigold, Raquelle, Zo’Lara and Clair de Lune had lost so much oxygen while cocooned and ingested that none could manage to stay conscious for longer than a few fleeting moments. All the mares’ clothes were still intact, however.

Amalza, unlike any of the others, was still fighting with all her might. She kicked and screamed as the stomach crushed her against Merigold, who lay motionless against her.

Shara, meanwhile, had long given up. She would sooner save her strength for when the burning sensation of the acid got really bad. Giant worms had magical properties that prevented magical attacks from penetrating the worm’s flesh from the inside. However, her magic would prove to be a lifesaver against the digestive acids, though for now all she felt was a mild sting. She was semi-conscious, drenched in green slime, with her scarlet dress torn to scraps, after only a few hours in the worm. Rescue is coming. I just have to hold out a few days, and they’ll find us.

Cassandra shifted in and out of consciousness, having fallen victim to the intense heat and pressure of the worm’s stomach. Her head was heavy and her skin was slick with sweat and mucus, and she had become so tired she could hardly keep her eyes open.

And Val, meanwhile, was still awake, gritting her teeth in frustration as reality set in: there was no escape. Five hours in, she was screaming non-stop, as the heavy acids began to secrete onto her skin. Her whole body felt like it was on fire, and the stomach was so tight she was helpless but to tremble and writhe and cry. I’m burning alive. The pain was so sharp she thought she might have gone under again in shock. Her green gladiator garb was half-dissolved off her body.

Raquelle dreamed of home while the acids dissolved her silky cocoon, which had taken longer to break down than the others.

Shara could hear the occasional scream or groan of agony from nearby. She could hear the fear in their voices, and it made her heart give out; there was nothing she could do to help them. I can’t even help myself.

Amalza had finally passed out, her body going limp in the stomach as the heat overcame her. The last thing she could feel was her skin turn red and soft as the slime soaked her. Below her, she thought she felt the leather of Merigold’s catsuit, now free from the cocoon, which had mostly been dissolved.

Cassandra’s hooves curled up in discomfort as she writhed and winced and whined, groaning in misery. Celestia, Goddess, please. Don’t make me suffer, please. Cassandra was horrified to discover how weak she was, begging for mercy when clearly this was Celestia’s will. Cassandra wondered what sins she had committed to warrant such a gruesome end. Please spare the others. Send somepony to help them. Please Goddess, please. Let my death pay for their lives. She groaned again as a spray of acid coated her hind leg.The material of her skirt and top was strong, at least, and had yet to dissolve beyond a few tears here and there. I have faith, she reminded herself, I have faith that Celestia knows what is best. If I should die, let me die. She only wished it wouldn’t have to be so painful.

After the first 12 hours, Val was the only mare who could manage to stay awake for longer than thirty minutes, and she spent her time gritting her teeth as the last of her clothes turned to tatters and her skin came alight. Shara, meanwhile, was completely unconscious, as the acid ate through the rest of her red dress. Cat’s tunic dress was still mostly intact. Clair’s cocoon had remained mostly intact as well; her hind legs were still sealed and she was still blindfolded and wrapped up above the waist. She had been unconscious for hours, her mouth hanging agape as the acids poured down on her.

Cassandra’s dress was torn to shreds, and her hind hooves had crossed over each other as she dreamed away, lost in delirium.

Merigold’s enchanted catsuit had begun to wither away too, and her enchantment belt had been vomited up by the worm. Amalza whimpered and cried, while Merigold lay with her mouth hanging open, her eyes shut, completely drained of energy.

By 10 P.M. on the second day, Zo’Lara became the first casualty. Her eyeballs had burst from their sockets, and her flesh had turned to a mealy paste that oozed off her bones with the flow of acid. The acid had burned through most of her chest and stomach, spilling out her intestines and organs. Blood dripped down her mouth. She had not been awake to have felt a thing.

On the third day, around 2 A.M, Val found that her worm, which was far smaller than the rest, was making quicker work of her than its peers did to the other victims. The worst of the acids had begun around three in the afternoon the previous day. She had not stopped screaming since then, even after her voice gave out. She screamed and sobbed, while acid melted all of the flesh off her forelegs, partially down to the bone. Her left hind calf was flayed to reveal her tibia, and the flesh on her chest was hanging on by mere threads. She could feel everything - the flesh dripping off her bones, the nerve endings being burned to crisps, her exposed bones and muscles brushing against the slimy stomach walls. Her face, however, was mostly untouched, save for a steaming bloody hole on her forehead. She found herself thinking of her father, and how he would have razed this cursed forest to ash to rescue her, if only he was still alive. I’m not strong like you. I never was. Her misery would only last for another hour or so, when the blood loss had become too much, and the acid had burned through her throat.

Around 5 A.M, Cassandra could be heard screaming in agony as her flesh melted off her bones. There were holes in her skin along her neck, thighs, knees, calves, and chest, and even atop her forehead. The pain was so intense she had to open her eyes, but quickly shut them to protect them from the slime. She was completely naked, and her skin was searing hot as the green slime washed over her. She screamed and cried out for Celestia, for mercy, for death.

At around 7 A.M, Amalza felt portions of flesh melt off parts of forelegs and cheek. Her eyes darted around the dark, sightlessly, and she screamed at the top of her lungs in pain. Below her, Merigold fared worse. Acid had seeped into the sleeping captain’s left eye, which had burst into a bloody film, soaking Amalza’s hind hooves. Merigold’s face was covered in red sores where her flesh had been burned away. The acid would soon have an easier time slipping up her sinuses, where it would melt her brain into goo.

By 3 P.M, Cassandra’s face had melted off. Her eyes and nose were all gone, and all that remained was the bare muscle. Her body had been constricted, and bones had been compressed, while her liquefied skin and organs and muscle threads lay exposed. Her last thought had been a prayer, begging Celestia to make it so that the others might escape somehow.

By the end of the third day, Shara heard the last of the screams. There was nothing left of her friends but bones and organs and melted flesh. She felt the stinging of the acid on her thigh and she ignited her horn again, exhausted. Some time later, she made the mistake of falling asleep for a few hours, before she woke up to find some new holes burned into her flesh. She quickly forced herself awake and ignited her horn, repelling the effects of the acid. She used some rudimentary healing spells to patch herself up, though the pain lingered. She could only do this for one more day. Maybe two.

Raquelle and Merigold could be alive too. They were powerful sorceresses, and they surely knew the spells to keep themselves alive at least a little while. Merigold had always been polite towards her, but never friendly. Merigold isn’t friendly with anypony. Shara had never gotten along with Raquelle, who had always resented Shara for her having come from a foreign land. If we get out of this, perhaps we could all be friends. Shara would like that. She only had one friend, and she wondered what was left of Amalza, some bloody skeleton, some mess of melted guts. I was supposed to protect her. Shara burst into tears at the thought, and felt like vomiting, but focused on maintaining her spell.

Somepony must be coming. They must be close. Just a little longer.

Part of her wanted to give up already. All of her friends and closest colleagues were dead, and all because she was outwitted by a creature that had no brain.

Mom. Dad. I’m so sorry. Please forgive me.

The skulls of Amalza and Merigold landed in the dirt with a slimy splash, not far from where Cat’s skull had been spat out hours earlier. The worms had trouble digesting particular bones, which would be vomited up or excreted right out into the floor of the lair.

Cassandra, Clair, Val, and Zo’Lara all remained in the worms still, reduced to crumpled skeletons covered in loose strands of muscle and brown gore, and occasionally some patches of flesh that had yet to dissolve. Locks of hair could still be found stuck to some of the mares’ skulls, and so they might have been recognized if anypony was to ever discover them.

As time went on, the intensity of the acid grew, requiring more of an effort on Shara’s part. Unicorns weren’t made to cast a single spell for an indefinite amount of time, however, and it took all Shara’s concentration to maintain the strength of her spell. All the effort it took left her exhausted, however, and she could not help but fall unconscious every now and then. She would awake to intense pain, and quickly get back to work. There was the matter of food, too. Shara could conjure meals directly to her stomach, though balancing that with her acid-repulsion work became a precarious act.

Breathing was not getting any easier, either, and the heat was unbearable. Part of her spell included a cooling effect; she had originally intended to freeze over the worm’s innards to kill it, but this wicked organism prevailed against every single one of her attacks intended to impair it.

Her fate was up to the gods now, but unless somepony came soon, her time was running out.