Thingpone did not know when she would ever get a chance like this again. Blossomforth's normally dominant consciousness was completely knocked out, leaving Thing mostly in control of the hivemind. This was no time for hesitation or meekness. Thing wanted to make sure that she would never again feel the frustration of being powerless and unable to take action. She needed to solidify her grasp on her portion of the hivemind and secure whatever independence she could. Thing held none of the reservations that Blossomforth did when it came to assimilating animals for her purposes. She needed to spread; she needed more. The more biomass she could control, the more she could do in a short time.

Taking inventory of the resources immediately available to her, Thingpone considered what to do with her current flesh puppets. Thingpone had her own biomass, Derpy's body, and even Bloosomforth to consider. Being the obviously superior lifeform that she was, it was foal's play to take complete control over the first two sacks of meat. However, she hesitated when it came to probing Bloosomforth's neural matter over the hivemind. The mare-turned-monstrosity was still the dominant consciousness with a firm grip of control over the valuable information that allowed adaptation. She did not want to disturb or haphazardly stimulate Blossomforth's neural matter and ruin the time she had alone uncontested in the hivemind.

Derpy's body took flight, and Thing sent tendrils in between the folds of Derpy's brain, prodding and interfacing into the biological processor, reading the information within to learn, copy, and adopt the necessary character traits to be Derpy for the day. Also, she needed to quickly replace Blossomforth's extra body and rewire the neural connections to the way before she took over to avoid suspicion.

It was time to get to work. Thing concentrated on the biology of the clone she inhabited and started to eliminate the inefficiencies. Most of her organs began to deform, as ponies were relatively primitive creatures. Her body began to appear grotesquely shriveled as her liquefied organs visibly shifted underneath her skin, her flesh bubbling from the violent transformation. Finally, her skin split open, resulting in an amorphous wave of corrosive gore spilling forth, completely dissolving whatever was left of her old pony body. The gurgling gore suddenly ceased its erratic movements as Thing thought for a moment.

She would have been perfectly content to slide around the forest in a gooey state and engulf random organisms in an intimate assimilation, savoring the almost orgasmic sensation of incorporating ingenious designs into her being. However, she needed to be quick —as she only had so much time before Blossomforth inevitably woke up. To make matters worse, she only had access to a limited library of biological functions, made up of what was readily available in the hivemind. She began scouring the hivemind for what little scraps she could find. Hopefully, one of these organic blueprints proved useful for her mission.

Yes, this would do. She began picturing the base design, along with some modifications. She might have been able to come up with something better, but she grew impatient and just went with the first decent answer she could find.

Her previously motionless gore began to rearrange its shape and texture, rapidly reforming itself into an amorphous, flowing exoskeleton composed of an exceptionally efficient alien organic material. Specialized cells produced exotic builder enzymes which rapidly grew fibers of one of the toughest material known to Thingpone's home galaxy: carbyne. These fibers were composed of carbon atoms arranged in a tube like structure, resulting in an extremely flexible, lightweight material many times stronger than steel. These nanofibers weaved themselves into the structure of the exoskeleton, strengthening it like rebar strengthened the foundations of a cement building.

Loud, crackling noises were produced as the exoskeleton hardened, solidifying itself into eight long and spindly legs which sprouted out of the amorphous gore. They continued extruding and growing from the puddle of gore until each leg was an incredible ten meters long. Despite being so long, they were only about an inch in diameter. Each leg sported fifteen joints, allowing the leg to move itself in a wide variety of ways. Advanced alien hydraulic muscles filled the cavities of the legs, giving them almost unyielding leverage and crushing strength. The limbs were exceedingly light due to the clever way the exoskeleton utilized the carbyne fibers. As such, the legs were stronger and more durable than titanium, while still being flexible enough to bend a reasonable amount without breaking.

With the remaining unutilized biomass, Thingpone formed a more or less solid abdomen where the eight legs connected together, and sprouted tendril eyestalks from the surface of the abdomen to observe herself. She lifted her abdomen high with her new legs and experimentally flexed her long, bony legs as they twitched and curled in the familiar, creepy insect manner. Excellent, these will do nicely.

Thing now resembled a huge spider: a thin "daddy long legs" with ten meter long legs, standing five meters high. Wasting no time, and utilizing the instincts of the spiders Blossomforth had previously assimilated, Thing began to skitter up the trees. Due to how light and strong her new exoskeleton was, she could easily hold herself aloft with just two legs clinging to a trunk, utilizing the retractable hair follicles on the tips of her legs to adhere to the bark.

With most of her legs free, Thingpone reached out with her spindly limbs and glided through the sea of trees, rapidly propelling her grotesque, skittering form high and silent above the forest floor—the trees easily holding her weight as her legs performed a complex dance, only briefly gripping the trees to support her weight and propel herself forward. The sense of freedom and the intoxicating feeling of the hunt gave Thing a high.

She sprouted more eye tendrils from her abdomen and searched around her. There! She spotted a rabbit below herself, blissfully and rapidly munching on some grass. Thing froze, her abdomen suspended above the rabbit; her long, thin legs firmly clinging to the trees. To her delight, the rabbit failed to notice the huge spider looming above it. Thing carefully reached out one of her legs and shape-shifted the exoskeleton on the end of the leg into a sharp, bony protrusion. Carefully aiming her new weapon, she violently lashed out in one swift motion, impaling the rabbit from above. It happened so quickly that the pathetic creature didn’t so much as give a squeak in surprise, the sharp leg easily slipping through its flesh as if it weren’t even there, piercing its heart and embedding itself deep inside the body of the rabbit.

Once deep inside of the rabbit's body, serrated barbs discharged violently from the bony spear, hooking and piercing deep into the flesh of the warm, juicy rabbit. Thing forced biomass down her hollow spider-leg and hungry tendrils of consumption ravenously extruded out of the ends of the spiky barbs to swim through the rabbit and gorge on the rich, bloody flesh. The tendrils rapidly and violently teared through the rabbit's tissues to the bone, swallowing whatever they tore through like a worm. Thingpone sucked the rapidly dissolving gore up her hollow leg, engorging her abdomen as the liquified bunny was assimilated.

This all happened in a few brief seconds of utter bliss. Stalk, stab, extrude, consume, retract, assimilate: it was an incredibly quick, yet fulfilling process. All that was left below her was the skeleton and a smear of blood. She did not want to waste time consuming the skeleton, so she moved on, rapidly skittering above the forest. What a rush! This is what I was meant to do!

Her new biomass sucked in from her leg and into her abdomen at a rapid rate, the sensation ticklish with a hint of tingly pleasure. It was extremely satisfying. She allowed the sensation to influence the lingering pony neurology still affected by the mating season, resulting in a mysterious fluid to leak from between the folds of her tendrils. Her eye tendrils excitedly curled and shivered in pleasure around each other as the liquid dripped down their lengths; time to do that again!

Thing used her newly consumed biomass to sprout more eyes and grow neural architecture to handle scanning a wider view of the forest. She soon set into a rhythm, stalking deeper into the Everfree. She would rapidly and silently skitter above the forest floor between the tall trees. When she found a morsel to eat, she didn't even slow down, but stabbed the organism in passing and extruded barbs so she could easily yank the meat along with her as she nimbly navigated through the trees. Thingpone carried it aloft with one leg like a shishkebab to be rapidly consumed, sucked it through her hollow leg to be integrated into the abdomen, and discarded the leftover skeleton a few seconds later.

She grew more neural architecture in order to split her attention more efficiently, allowing her to begin tracking and spearing multiple morsels of prey simultaneously with numerous legs. She made sure to sever their trachea with the initial stab whenever possible, reducing any pathetic squeaks of pain to near-silent gargles, so as to not scare away other potential prey. The only other noises heard were the soft clacking of the skeletons as she unceremoniously discarded them onto the forest floor once she was done with them. Thus, the silent predator stealthily massacred numerous unsuspecting woodland creatures.

Thing was starting to get very engorged and heavy. Her abdomen was now a gory fusion of fleshy, twisted, recently assimilated meat seven feet in diameter, with countless eyestalks writhing and looking in every direction in search for more prey. Allowing the pleasure to affect her, Thingpone’s abdomen rippled with bloated pleasure. It was so addictive; an exhilarating masturbation of pleasure that the Ancestors' programming would never had allowed if it were not so broken. Unfortunately, Thing noticed that she was starting to get too heavy. As she continued through the forest she noticed that when she placed her weight on a particularly thin tree, she could hear the leaves high above rustle slightly. She seriously considered sprouting eight more legs and splitting her abdomen in a grotesque cytokinesis, yearning for the hunt to continue. She wistfully desired to consume meat for all of eternity, becoming larger and larger. Sadly, she knew it had to come to an end. Blossomforth was bound to wake up sooner or later, there was no time to lose.

Thing searched the hivemind for some spare pony DNA. She needed a new identity if she wanted to live freely without Blossomforth suspecting something. She found some mare's DNA, as well as the DNA of one of the stallions Blossomforth assimilated during the microburst storm incident. She rapidly performed meiosis on the two DNA copies and then performed the fusion and creating a new unique DNA identity. Perfect!

Excitedly, Thing's amorphous abdomen, held up by her spidery legs, began to shift and gurgle with movement. A small slit in the back of the spider's abdomen formed into the familiar fleshy opening of a mare's vagina, winking experimentally once fully formed. Water spilled through the opening as the flesh behind the vagina began to bulge. Suddenly, the lips spread apart, stretching dramatically until the head of a foal poked out; the rest of the tiny soaked body easily slid through the widening vaginal opening.

Two of her long spidery legs rotated in their sockets and carefully contorted inwards, allowing them to quickly snatch newly birthed foal as it came out of of the freshly stretched vaginal canal, preventing the newly generated flesh bag from dangling by its primitive umbilical cord. The foal was an earth pony, sporting tannish brown fur.

Biomass began to rapidly feed down the still attached umbilical cord and the foal began to grow, making the cord gurgle and convulse. The foal began to rapidly age, growing as it was fed biomass. It grew an orangeish mane and opened its brown eyes. Spidery legs set the new flesh suit on the forest floor as the filly grew into a mare, rapidly going through puberty into young adulthood.

Finally, the new flesh suit was finished growing and the umbilical cord detached to be slurped back into the vagina like a noodle. Once done, the vagina deformed, fusing back into the now significantly smaller abdomen.

Thing experimented with her new body, stretching and popping the joints. She grinned to herself using her new face. This would work perfectly. However, she needed a name. Thingpone was a name Blossomforth knew, and it was a bit strange. Thing looked at her new body with the eyestalks attached to her spider body. Amber. This flesh suit's name would be Amber. Amber smiled widely at the hulking monster of a spider showing off her sharp, sharklike teeth.

Then the spidery creature gurgled once again, the same process occurred but this time a copy of Blossomforth was birthed. Thing quickly rearranged the neural architecture of this body's mind to match what Blossomforth had programmed before. The Blossomforth drone took flight and flew its way to work. Then she relinquished her connection to the Blossomforth copy, tossing it over to Blossomforth's side of the hivemeind. Now Blossomforth would not notice anything was wrong.

Suddenly, Thing felt something strange. Something wrong. Her grin fell as she felt her access to the advanced alien blueprints drift out of her mind. She tried to picture them, tried to access them, but it was like trying to grasp at a fading dream as it rapidly slipped away. Thing was losing control over the information in the hivemind that made her so adaptable. A feeling of loss and emptiness came over her, and with a shiver, she began to panic. Blossomforth was moments from waking from her unconsciousness.

Thing's eyes widened as her mind went into overdrive. It seemed that she kept control over the bodies that she was able to form with her own personal portion of the hivemind but it looked like she was rapidly losing the ability to change her bodies' organic structure. She stared at the spider in front of her. There was no time to change the structure of the monster too much, but it needed a conventional digestive system to survive. Grasping desperately at some of the last pieces of information available, she haphazardly formed a conventional digestive system into the abdomen of the spider as well as some huge, nasty looking pincers and a spider web spinner for her body to hunt with. She left the eyestalks where they were—there was no time to change those.

Amber breathed out with a sigh. Her spider body had what it needed to continue hunting. It would survive. Thingpone was stuck with her three bodies the way they were. Luckily, it seemed that the nervous system’s connections were still in the correct place to allow Derpy to take over once Thing was done with her shift.

Unfortunately, Amber seemed to be nothing more than a normally functioning pony, with no special or advanced traits; her access to organic blueprints now completely cut off. She was just a soft and vulnerable flesh bag with somewhat abnormally sharp teeth. Well, it was better than what she was before in the corner of Blossomforth's mind when she had nothing. She was immensely grateful that she still retained control over her powerful spider superpredator body. Nonetheless, she was stripped of most of her organic shapeshifting abilities, deprived of the proper information to perform it.

Amber began walking to the edge of the forest, her spider form following close behind from the trees above. As she got to the edge of the forest, she stopped her spider body hanging above, hidden in the shadows of the forest's canopy. It would not do for anypony to see the monster. Well, might as well make do with what she had. She would have to be much more careful now that she was locked into her current biological configuration. Deep in thought, Amber slowly walked out of the forest towards Ponyville, the future uncertain and mysterious.

Special thanks to EverfreeSparkle and KingCornRobot for their help to make my chapter better!