A slimy, pink tongue slowly emerged and licked the corner of Amber’s mouth, lapping up the dribbling saliva that had accumulated. Amber closed her eyes, rolled them in their sockets and moaned ever so softly. Her hivemind was focused on her powerful spider body; she plunged her huge, fanged mandibles into the bloody flesh of her recently acquired prey, tearing into it and tasting the rich meat and organs as the prey squeaked and screamed desperately. Amber breathed deeply and more quickly as she felt the ecstasy from devouring yet another morsel of prey from the Everfree. Oh, how pleasurable and fulfilling it was to be alive! Even life as a primitive and limited organism was worlds better than being nothing more than thought. One of the eyestalks on her spider abdomen curled towards the hare she was eating and made eye contact. The hare froze—its futile noises of distress ceasing suddenly—and it stared at the spider’s alien eye, accepting its terrible fate. Thing watched with anticipation as the juicy hare’s throat was crushed by her powerful chewing fangs; the warmth of the animal’s life-giving fluids gushed into her mouth, the metallic taste of blood washing over her labium as the thick substance oozed off her numerous fangs. The creature’s eyes glazed over as its pathetic life ended and, with a mental purr of delight, she violently chomped down again, popping its skull like a ripe melon. With a flex of her esophagus muscles, the hare disappeared into the spider’s gullet, its broken body twitching as it was forced, squeezing into the confined space.

Amber stood still in distracted pleasure as she felt the crushed organs and bones of the hare sliding down her throat, distending her esophagus before being forcefully squashed into the stomach buried within her fleshy abdomen in a satisfying—

“HEY!”

Amber’s eyes snapped open and she scowled at the offending distraction, shattering her focus on the excitement and pleasure of digesting her prey. She felt a flash of annoyance but squashed the primitive feelings.

“You gonna buy something or not?” the offending voice firmly asked.

In front of Amber was an orange pony with a carrot cutie mark and a skeptical face. The mare was obviously annoyed for some reason.

The orange mare huffed and narrowed her eyes. “If not, then go loiter around the other stalls. You’re blocking the view of my other customers!”

Amber smiled widely at Carrot Top with her creepily sharp teeth glistening with the extra saliva in her mouth that had excreted there because of her pleasurable telepathic experience. She stared at Carrot for longer than was socially appropriate.

“When the time comes, you will be the first I assimilate.”

Carrot Top stared at Amber with a strange look and a scornful eyebrow.

“Ooooookay.” Carrot Top scoffed. “I would ask what in the hay you are talking about but I don’t even care enough to ask. Just buy a carrot or move along.”

Amber simply flashed a grin with her too sharp teeth and continued walking, observing the different ponies gathered around stalls with foods displayed for purchase. It was fascinating to observe but it wasn’t anything her race hadn’t seen before. Her ancestors had seen billions of species like these, each with their meager existence and short lives destined for doom. They had no chance, some natural cataclysm would usually destroy the fragile film of life giving atmosphere or in most cases her race would come to claim their harvest. The biomass and energy on this planet deserved to be guided by a more superior and efficient system. Blossomforth and herself were on this planet, the logical conclusion of evolution. When they landed on the planet, assimilation became inevitable: superior species always dominated the inferior.

Amber closed her eyes and sat her plot on the ground and tried drowning out the sounds of the bustling ponies. She could feel the information in the hivemind just beyond her reach, the distant buzz overshadowed by the sporadic thoughts of the equine part of her brain. Licking dry lips, she focused on emptying her local hivemind of thoughts then carefully concentrated and probed Blossomforth’s own portion of the hivemind. Oh how she envied Blossomforth, everything in the whole world was handed to her on a silver platter! She watched as Blossomforth easily manipulated her own body’s chemical structure to suit her needs as if it were an afterthought. The time and opportunity, the entire galaxy laid out before them, yet Blossomforth insisted in keeping herself confined to a single body, not allowing herself to spread and grow, bestowing the world with the treasure of biological transcendence. Thing had memories from the seeds before her: wisdom from the ages. Sometimes the indigenous species of a planet would be advanced enough to attempt some sort of quarantine; the seed would almost always escape, but a seed had never inflicted such a suffocating restriction on itself. Blossomforth’s attitude and lack of action was insufferable.

Amber opened her eyes and and narrowed them with determination. The long term survival of her race was at stake. She was responsible for nurturing and growing her seed of a body into what it was meant to be. Billions of years, almost infinite permutations, countless generations of her ancestors had led her to this point. She would not fail them. This planet was the rich soil on which to grow a new galactic empire. Blossomforth did not deserve to squander her gifts idling away with her human pet, hoarding the ancestor’s gift, the Matrix, all to herself.

There was a solution to this problem. As Amber sat deep in thought, the solution materialized in her mind. She sat on her plot and gazed at the busy street full of bustling pastel ponies browsing the farmers’ foods, oblivious to the existence of the hidden galactic apex predator. The idea continued to formulate, a devious and clever scheme. It was subtle, her true intentions hidden. One way or another, the ponies in front of her, the ponies of the world as well as the other sentient races, would be her building blocks for a new hive. She licked her lips, envisioning her tantalizing goal.

The predator was hungry.

With renewed determination and a cold, silky-smooth concentration befitting of the most advanced alpha predator in the galaxy, her gaze intensified; fixed with an intense stare into the distance beyond any of the moving ponies before her. She took in a deep breath and let it out slowly before closing her eyes. Thing carefully probed and focused in on the stream of information in Blossomforth’s portion of the hivemind, rich with the valuable genetic information Thing so desired. She could not afford to be too invasive with her search. Blossomforth still seemed to be carelessly oblivious of her existence and she wanted to keep it that way. There was no telling what Blossom’s mature mind could do to her own comparatively weak hivemind.

Floating at the top of Blossomforth’s hivemind were the genetic designs Bloss utilized most. She recognized them from her stint as the sole conscious mind. Her breathing became bated. Yes, this is what I need! She was so hungry for it. Her predatory instincts activated, the hunger sharpening her mind’s focus and strength. As Thing’s desire for this valuable information increased, it only made her more focused, calm, and patient. She needed to wait for the right moment; a false action could alert Blossomforth to her existence, irrevocably complicating matters. She carefully observed Blossomforth’s mind. The mare seemed to be in the middle of conversing with the Human, talking about the estrus season. It was all very juvenile but she did not allow it to distract her.

The predator had patience and time. She could not afford to allow Blossomforth to know about her existence. The interaction between Bloss and the human became more intimate. Thing was about to call it and try another time but just when it seemed that they were about to do something about the estrus, something strange happened. A purple pony, Twilight, Thing believed she was called, came out of nowhere. Blossomforth was startled and embarrassed—now was her chance!

Quickly but smoothly, Thing reached her hivemind and intruded into Blossom’s portion, rapidly reading some of the most used genes. The fluid form of her mind activated and quickly copied the designs into her own hivemind. Amber reacted to Thing’s stress by sweating; Blossomforth was sure to be feeling something strange. She could only hope Blossomforth was too startled and distracted to notice.

Almost there… Done! Thing carefully retreated back into her personal portion of the hivemind with her copied spoils safely stored within. What a rush! Thing thought, giddy with excitement and pleasure as a new world of possibilities opened up to her, even with the meager bounty she recovered.

Absolute ecstasy took hold of her mind as she mentally examined the information now contained within herself. The first genetic design she found was the biological architecture for the amorphous, homogeneous muscle that flowed with variable viscosity and allowed Blossomforth to fit and flow through small crevices. This was possibly one of the most useful and valuable genetic designs. It could also be used to elongate and deform her existing physical pony traits. Next she found the activation mechanism for assimilation as well as various biological processing algorithms that went with it. It would allow her individual cells to activate and infect adjacent foreign cells with specialized nanoscale infection enzymes to rapidly convert the infected cell and spread while copying and digesting the contained genetic information for storage in the hivemind.

Just like that, Thing was back in business. She did not have access to the dizzying variety of traits Blossomforth did but she was not the soft, inexperienced mind that Blossomforth was. She was directly descended from the ancient apex predator race, her mind filled with their legacy. She would do more with less than the lazy, soft Blossomforth ever did.

Amber opened her eyes, a euphoric grin plastered on her face. Was she home free? No, she was still tied to a much more powerful mind that could take over. She would have to tread lightly for now but, for the most part, she was finally free. She felt lightheaded with anticipation as the receptor enzymes in her cells rapidly encoded new enzymes, the genetic information she had extracted from Blossomforth’s mind being used to alter her biology and chemistry.

Suddenly, there was a lot to do. First things first: there was quite a bit of valuable genetic information incorporated into her spider amalgamation’s DNA. She activated the assimilation protocol originating from the mind fluid deep within the spider’s abdomen. The receptor enzymes distributed throughout her spider body activated telepathically, rapidly reading and relaying the information back to her mind. Spider hair follicles, the ones Blossom so often used to stick to surfaces, were now hers to use. Carbyne nanotube producing enzymes, advanced hydraulic muscle designs, eye tendril designs, and all sorts of other miscellaneous genetic designs also were copied into her hivemind. It was all coming together.

Amber’s eyes rolled in her head and she shuddered with pleasure as she felt the information enter her mind. She began panting, enjoying the unique sensation of her now amorphous flesh shifting within her body at her will. The feeling was extremely arousing. Hidden behind her tail, her untouched vulva grew slick with pleasure, the sticky fluids glistening on her lips. Her clitoris flexed in a fleshy wink.

Lost in arousal, her tongue extruded and lengthened out of her panting mouth as her shifting flesh within her body fed her tongue biomass, allowing it to grow. She curled her tongue around itself experimentally as it grew, the saliva lubricating the movement as her tongue slithered and curled around itself in a flexible and erotic display.

Amber suddenly remembered where she was and snapped open her eyes. Luckily, she was in a shady corner and none of the busy ponies seemed to notice her elongated, curling tongue. Her curling tongue fused together into a twisted ball of flesh and retracted into her throat with a slight bulge as she swallowed her tongue to be reincorporated into her body. She was aroused, and only one thing could satisfy her.

It was time to satiate her hunger.

Infuriatingly, the intricate designs of a hivemind hierarchy were lost to her, stuck inside of the mind of Blossomforth. Thing would not be able to form an army of independently thinking but centrally coordinated and controlled clones to take over the world. She would have to wait for another opportunity to sneak the designs out of Blossomforth’s hivemind. Unfortunately, Blossomforth did not extensively utilize the hivemind hierarchies so it may be more difficult to extract, deep as it was in the mare’s hivemind. Thing would just have to wait for the opportune moment.

However, there was something she could do right now. She could program simple commands into the minds of organisms she assimilated, instead of a full fledged “smart” hierarchal hivemind control structure. It was crude in comparison but it would be incredibly useful to virulently spread her cells quickly to a large number of organisms. When the time came, when she had more useful biological designs available, she would have a lot of biomass at her disposal.

Thing was starting to become excited and hungry as she began to formulate a plan to infect the ecosystem. However, when it came to ponies, she would need to be much more careful. Clever, yet subtle. Animals were generally dumb creatures but ponies were capable of noticing and doing something about it. Thing would have to be sure to stealthily assimilate ponies or risk a panic and Blossomforth figuring out what was going on. For now, she should focus on assimilating the Everfree’s ecosystem, or at least the animals and insects. Plants were a bit trickier and slower to assimilate, with less immediate benefit to boot, so she decided to ignore that part of the ecosystem for now.

Amber walked to the park and found a secluded place to sit and concentrate. Lacking the proper information to grow a neural network and multitask efficiently, she would need all of her concentration to properly program the assimilated organisms. She focused on her monstrous spider body; the organs inside of her abdomen began to deform into a muscular, viscous substance. Her eye stalks and legs retracted into her while her exoskeleton began to dissolve and deform as the structural bonds between her cells dissolved, chemically recomposing themselves into flowing, viscous muscle. It was time to unleash her viral spread upon the Everfree.

Thing propelled herself, flowing across the forest floor, her body a non-Neightonian fluid of amorphous muscle. Numerous eyestalks extruded from her form, scanning in every direction for her prey. She began to flow up a tree to get a better view, her surface area, which touched the tree, adhered to the bark with a mat of grown spider-hair follicles. Thing scoured her surroundings with her many eye tendrils for a few seconds, silently searching for any movement among the branches. There! Her flesh began to rapidly shift and, with a powerful undulating catapult motion, she harpooned a thin thread of extruded flesh from her body. (http://i.imgur.com/bsXAp4j.gifv ) THWIP! With a violent ripple across her body, the projectile thread of flesh stretched like taffy as it zipped through the air, the tip a bulbous protrusion. The fleshy thread’s length turned a raw red color as the amorphous thread of muscle thrust and stretched itself, adding to the momentum as it explosively reached away from the tree it was anchored to. With these combined mechanisms, the projectile spanned the length of ten meters in an instant. The thread of muscle suddenly flexed itself powerfully and produced seemingly instantaneous deceleration delivering the bulbous payload of flesh that warped grotesquely to partially engulf a bird as it slowed to a stop. The chain of events happened in a fraction of a second and the bird had no time to react before the tip of the projectile splattered to the bird’s wings like some form of fleshy viscous glue. The sticking flesh prevented the bird from opening its wings and effectively grounded it to its perch. Her delivered flesh began to flow and worm its way through the crevices of the bird’s feathers to touch the skin underneath, fusing to the bird as it injected the animal’s cells with enzymes and proteins. The bird’s flesh began to rapidly change, forming a smooth continuous organic fusion with the thread of flesh attached to it.

Thing’s flesh squirmed and twisted gleefully as the genetic information of the consumed bird flowed into her hivemind. The bird’s flesh continued its chemical conversion as the assimilation spread across its body. Its struggling quickly ceased as the assimilation neutralized the muscles and paralyzed the animal’s nervous system. In only seconds, it was completely infected and assimilated, its very being belonging to her, a mere puppet to her will.

Thing detached the thread of flesh, retracted it back into herself, and began to telepathically reprogram the bird’s mind. She did not want to destroy its nervous system. Without access to the proper hivemind protocols to add the bird to a hierarchy of control, she couldn’t directly control the bird while focusing on other tasks. Instead, she grew a temporary neural organ inside of its skull, similar to a tumor, seamlessly integrating with its feral brain. The bird was now a drone programmed to find two animals or insects of any type and assimilate the organisms while copying the instructions into their minds.

She began formulating the programming for her new drone. First, she implanted a counter into the bird’s drone programming: thirty. The programming of the drone’s victims would be identical, except the counter would be decremented with each new assimilation. Thus, the newly assimilated organisms would each have a counter value of twenty-nine. Once the bird had assimilated two other organisms, control would be transferred back to the bird’s preserved mind and the bird would suffer short term memory loss for the next twenty-four hours. If the bird’s victim was an already assimilated organism, then it wouldn’t count towards the required count of two assimilated organisms. If the bird could not find two unassimilated organisms for one hour, then control would be transferred back to the bird’s preserved mind. Thus, the bird would assimilate two organisms and each of those organisms would find two more until the counter decremented with each successive organism and reaches zero. Once the counter is at zero, the organism would simply suffer short term memory loss and cease hunts for additional organisms.

Thing went over her program design. Theoretically, if each successive infected organism successfully finds two more organisms to assimilate until the counter reaches zero, then she would have successfully spread her infection to 2^30 organisms, or approximately one billion organisms. This had the potential to spiral out of control. Once again, she did not have the mind hierarchy abilities to perform total surveillance and management on all of her infected organisms so, instead, she placed another piece of programing into the drone. They were not to leave the Everfree forest for the next twenty-four hours. In addition, they were not to attempt any assimilation of ponies, and instead alert her telepathically if there were pony intruders. She also programmed a failsafe function that could be activated telepathically to stop the drone program. Her infected organisms would receive the command and telepathically relay the message so that any infected organisms would receive the broadcasted message and quickly quit.

Thing knew she had no chance of controlling so many organisms without an expanding hierarchal hivemind but, for now, that was not the goal. She just wanted to assimilate as much as possible as quickly as possible without it getting out of control. She would allow the organisms to operate like normal after she was done with them. With her infection hidden inside of them, she would have quick access to a huge army of biomass at her whim and the ecosystem could still function like it did before but with her advanced enzyme infections hidden inside all of the cells.

Thing telepathically activated her program and released the drone bird into the Everfree. She telepathically watched through the bird’s eyes as it began to soar through the trees aimlessly until it spotted a squirrel. The bird dived, and its feet grabbed onto the squirrel’s fur. It squeaked in surprise and tried to scurry further up the tree, but the bird’s legs were already fused to the squirrel’s flesh. The squirrel stopped struggling as the infection forced it to keep still. After a few seconds, the two organisms unfused and went their separate ways, the squirrel assimilated. The bird had one more organism to find, and the squirrel two.

Excellent, Thing thought. She wriggled her biomass and allowed herself to feel some erotic excitement at the feeling of the squirrel’s genetic information entering her hivemind. While she waited for that chain reaction to progress, Amber would assimilate her first pony. Amber opened her eyes and looked around; she smirked and licked her lips, feeling the DNA of a third organism enter her mind. Soon there would be a torrent of genetic information as her viral spread inevitably became exponential, but she could not allow it to distract her. Mentally preparing herself for the flow of genes into her hivemind, Amber dived into a bush and used a sample of pegasus DNA from her time as Blossomforth’s clone to modify her body into sprouting wings. Flesh extruded out of her sides, and bones formed inside of the wriggling flesh with feathers sprouting outward. It was time to assimilate that orange carrot pony she met earlier. Amber burst out of the bush and took flight, excited to claim the mare’s body as her own.

Amber scanned the road where the farmer’s market took place and spotted Carrot Top in the distance pulling her wagon back home after she closed shop. Amber casually sat on a cloud and watched Carrot put away her wagon in a shed and begin storing her supplies. She hummed with pleasure as she felt more genetic samples from the Everfree filter into her mind.

Excellent. Thing descended on top of Carrot Top’s roof and scanned her surroundings to make sure there were no witnesses. Confirming that no one was looking, she rapidly deformed and slipped her fluid biomass into the chimney and into the ventilation system, sticking to the side of the vent as she flowed downwards. As she wormed and slid through the ventilation system she became more excited, and maybe a little nervous. This would be her first pony assimilation—she would be remiss if she didn’t savor it.

With her flesh safely inside Carrot’s house, she flowed through a vent grating and adhered to a wall, extruding eyeballs on eyestalks to observe where she was. Her position was just above a staircase leading downstairs. The rest of her biomass slipped through the vent and she continued rapidly sliding up the wall to attach herself to the ceiling. She expediently slid herself down to the first floor and turned a corner, situating her biomass above the front door in wait for her prey. Without a moment to spare, Carrot Top swung open the door and briskly walked directly under her biomass, over to the kitchen table, and set a basket of her unsold carrots on top of it.

Thing gleefully sprouted some tendrils from her biomass on the ceiling as she slid forward to creep up on Carrot Top. How did the pony saying go? Don’t play with your food? Thing curled her tendrils and slithered them together. This would be her first time assimilating a sapient organism as a semi-independent hivemind. She would have to celebrate the occasion. Eldritch abominations had to have fun sometimes, right? Perhaps the social interaction that Blossomforth so loved to participate in could provide her mind with some neural stimulation and growth.

----

Carrot briskly walked through the door. She had a pretty good haul this week; ponies loved their carrots. She walked down the hallway and straight into her kitchen, placing the basket of the remaining carrots on the table. Well, there was nothing left to do but relax and—

Creeee-Snap!

Carrot snapped her neck around at the noise and found that the front door seemed to have mysteriously shut itself. The hallway was empty. That was strange, she thought. It didn’t seem too windy outside. Was there a popup storm scheduled for today? Well, that would be good for my carrots at least. She gave the corridor one last—

“Hellllooooo~”

Carrot froze and her ears pinned, the fur all across her body standing up in a prickly fashion. The voice had come from directly behind her head. Her heart pounded as a sense of terror took hold of her; it was as if a spell had been placed on her body, paralyzing her in place. She slowly turned her head to face the table, and her heart sank at what she saw: right there, defying all explanation, was a floating head, its wide smile and razor sharp teeth greeting her along with predatory eyes. Carrot’s eyes widened and her pupils constricted to pinpricks as sheer, primal terror radiated throughout her being. She let out a stuttering gasp at the sight, unable to come to terms with what she was looking at.

https://derpicdn.net/img/view/2016/6/27/1188236.png

Carrot started to feel slightly delirious. She must be seeing things, how in the world— She spotted the twisting, fleshy neck behind the smiling head and saw that it was attached to some sort of growth stuck to the ceiling. In defiance of all logic and sanity, the disembodied head spoke again.

“So? How are you doing on this fine day?” Its toothy grin grew even wider, she could see a second row of teeth in the head’s throat and a slithering tongue. “Sold quite a bit of carrots, I see. Is business good?”

Carrot Top stared at the monster with horror, confusion evident in her wide eyes. Her eyebrows were as high as possible and pointed together. The mare’s mouth opened and shut, stammering as she tried to talk.

“You- you- who- what are you?” she took a deep breath and tried to steady her voice. “What do you want?”

Thing smiled with amusement at the scared pony below her.

“Me? I am something you don’t understand. As for what I want, hmm.” Thing pretended to think, loving how the inferior organism squirmed at the uncertainty. “Well, I could give you a long winded answer about my goals, but what I want right now is you. I am going to make you a part of me.” she moved closer to the pony, her neck gaining slightly more biomass to compensate. “And there is nothing you can do to stop me.”

Carrot’s heart began beating more quickly, the tempo pounding in her ears;. She was scared, but also extremely confused. “O-Okay,” she croaked out. “I’m not sure what type of prank or magic is going on now, but it’s not funny! P-Please stop!”

The abomination only smiled wider, and sharp teeth emerged from its gums, seeming to rapidly grow and fill the space made by the cartoonishly widening smile of the shapeshifting, floating face. Carrot flinched and started to back away from the monster.

The monster responded to her retreat with a sudden burst of speed. Faster than she could react, the head lunged at her, its neck stretching and shapeshifting to propel the face towards her. The thing’s neck rapidly curled around the back of her own neck to bring its face around her neck to rest right in front of her, muzzle to muzzle with mirthful, predatory eyes staring deep into her own. Carrot was frozen with fear, her retreat instantly thwarted. Carrot shivered as she felt a warm fluid tickle her sensitive folds. The faint splatter of urine could be heard, originating from near Carrot’s hindquarters.

The thing’s long, amorphous neck slid against the back of hers, causing a shiver to travel down her spine. Carrot could feel the thing’s slimy tongue emerge from its mouth and caress her cheek. The thing hummed thoughtfully as it’s tongue retracted, licking Carrot all the way and tilting its head slightly, still peering into her eyes.

“You know, you are quite a cute specimen,” Thing purred. “Such an innocent and fragile creature molded into what you are by a soft and nurturing environment. In fact, I would go so far as to call you beautiful. A perfect adaptation suited for life, growth, reproduction… and death in this quaint world.”

Carrot started to cry, bewildered and scared by this monster’s frightening ability to change its shape. “P-Please just let me go. Don’t eat me! I want to live!” she wailed, her body beginning to shake as she was wracked with deep, shuddering sobs.

“Oh, you poor, unevolved little specimen.” A tendril of flesh reached down from above where the gore stuck from the ceiling and licked the tear from Carrot’s face, dabbing the corner of her eye as it did. “I’m not here to kill you, I’m here to save you and all of the other organisms on the planet from a fate you are all helpless to escape. Like a black hole, it draws you nearer. Like slaves, you are forced to work to live. Yet, no matter how hard you try, you can never escape death.”

Thing felt the exponential growth of the genetic information flowing into her mind as her infection rapidly spread through the Everfree forest. Drool leaked out of her mouth as she felt the pleasure and she gave the distraught mare a wide, tooth-filled smile.

“Well guess what? I am like a black hole as well. I am stronger than death. I will swallow it. Defeat it. With me as your guide, your protector from death, we will conquer the planet, the system, and eventually the galaxy.”

Carrot was still shaking, seeing the drool drip from the thing’s mouth. She imagined the sharp, polymorphic teeth tearing into her. “I-I don’t understand. I-I-I just want to live my simple life. Please just let me go…” She stared up at Thing with wide, glistening eyes. “Please? I’m begging you.”

Thing frowned. “I’m sorry, my little organism. I know you don’t understand, but what I am doing is what’s best for the advancement of organic life.”

Suddenly, multiple thick, muscular threads of flesh rained down upon her and tightly curled around her legs, barrel, and around her neck, slimily sliding all over her as they tightened. Carrot’s eyes widened as she watched helplessly as they seemingly fused to her. The thing licked its lips as it held her even tighter, the wolfish expression on its face making her think it was about to eat her.

“W-Wait!” she begged, hiccuping as tears streamed down her cheeks. “Don’t eat me! Y-you said you wouldn’t kill me! Didn’t you say you wanted to save me!” Carrot began to breathe faster and faster, rising to a panic as she was helplessly suspended in the air. She began to struggle but the bands of flesh were unyielding and strong. A new wave of dread crept down her spine as she realized something terrible: she couldn’t feel her hooves anymore. She looked down and, to her horror, her forehooves were fused together along with a pulsating, veiny tentacle smoothly fused to her flesh. It was a mutated fusion of gory flesh, throbbing like some grotesque tumor.

“Ah-ah-aaaaAAAAAA-” Carrot started to scream but a tentacle was shoved into her mouth, muffling her cries. She gagged, and more hot tears streamed down her muzzle as the slimy, wriggling, shapeshifting tentacle gently slid down her throat.

“Shhhhhhhhh,” Thing hushed, before giving an almost motherly coo, wrapping her snakelike neck around her immobile victim and rubbing their cheeks together. “Like I said, I’m not here to kill you, but I never said I wouldn’t eat you.” Carrot renewed her desperate wriggling at that strange dichotomy, but her legs were completely paralyzed or converted to amorphous, consuming flesh, all she could do was weakly wiggle her torso. She began to sob through the tentacle muffling her, her runny nose making it even more difficult to breathe.

“Aww, don’t be so sad, “ the abomination cooed, before gently wiping the fluids off of Carrot’s muzzle with a tendril. “You are becoming—nay, ascending—into being part of the greatest and most advanced organism in existence!” Her body convulsed with pride, making the mare fused to the wriggling flesh whimper. “You won’t remember me for a while, but when the time comes for us to take action, I will grant your mind understanding. Your memories of this experience will be kept safe inside your mind for when I return to free you from the chains of your unevolved existence.”

Thing stared deeply into the frightened eyes of the little pony, and for what might have been the first time felt pity. Thing looked down and watched as Carrot’s torso was rapidly converted into amorphous flesh.

“Tell you what. I don’t usually speak to the unevolved organisms I am about to assimilate, but because you are the first I made an exception. Perhaps I shouldn’t be subjecting you to such fear. So, I will grant you a wish. Anything you want that has to do with your body. Have you wanted to be strong? Flexible? Want to be able to run a marathon? I can grant it for you.”

Just as she said that, Thing felt her flesh consume the last of Carrot’s lungs. So instead, Thing inserted a tendril into Carrot's ear and it wriggled its way inside infecting and fusing though the ear canal and assimilating part of flesh inside until it reached Carrot’s brain. Thing probed and swam her tendril through the folds of the squishy organ until she found the parts made for speech.

“Think about your wish before you are assimilated and I will grant it as long as it is reasonable.”

I want to be able to have a foal…

Thing accessed the stored information of Carrot’s assimilated body and quickly analyzed the part having to do with the reproductive system and compared it to a sample of Blossomforth’s pony DNA. Ah yes, there it was. A mutation to the gene that made Carrot sterile. Thing spliced out the damaged gene and replaced it with Blossomforth’s own. Now Carrot’s womb would work properly when Thing rebuilt her body.

“Done. When you come back, you will be able to have foals.”

Thank...you… Please...don’t...kill...me…

Carrot’s consciousness faded. Thing had assimilated Carrot’s flesh into herself, their combined biomass fused together and stuck to the ceiling as a shifting, gory, amorphous, amalgamation. Carrot was now nothing more than a twisted fusion of assimilated flesh and a preserved nervous system in stasis deep within Thing’s flesh. Finally, Thing’s enzyme virus had inserted itself and infected the deepest nervous cells in Carrot’s mind.

Thing’s flesh undulated and squished together with satisfying pleasure as she experienced new genes from Carrot’s DNA. It was time to rebuild her and move on to the next pony.

100k words WEW!

Special thanks to EverfreeSparkle for being such a dedicated pre-reader!

Tell me your thoughts in the comments below!