“Why did we need this, again?” Sweetie Belle said as she slowly pushed a large, heavy television set up the ramp of her clubhouse.

“Ah dunno, Scootaloo told me to get a TV set and a tape player and meet up here,” Apple Bloom said from the inside, placing Tender Taps’ old tape player on the table. She was borrowing it from him for a while. As much as she hated doing it, she couldn’t deny how far a little bit of flirting went. “Ya need help with that? Looks heavy.”

“It really…*grunt*…is!” Sweetie Belle said as she continued to push. Apple Bloom trotted out of the clubhouse and joined Sweetie’s side, helping relieve her burden. “Thanks,” Sweetie added, wiping the sweat from her brow.

With the added horsepower, the television set groaned against the wooden ramp and floor, eventually coming to a stop right beside the tape player. Sweetie Belle levitated the cords with her magic, trying to figure out how to plug it in.

“Ugh, I hate these things!” She shouted in frustration as she fumbled with the ports.

“Ah agree! They’ll never catch on,” Apple Bloom said as she plugged both devices into an electrical outlet that had recently been installed. The tape player and television hummed to life, and the blank black screen with a “PonyMax” logo on it showed that everything was connected.

“Well, looks like it’s working,” Sweetie Belle said. “Now where’s Scootaloo?”

“Right here!” Said a familiar voice from the entrance to the clubhouse. Apple Bloom and Sweetie Belle whipped their heads around to see Scootaloo standing triumphantly with a video tape balanced on her hoof. “I see that you two got everything ready.”

“Scootaloo, what’s this all about?” Sweetie Belle asked. “I had to push this set all the way from my house all the way across town.”

“Eh, you could use more exercise,” Scootaloo said, giving Sweetie Belle a playful slap on her rump. Before the flustered filly could retort, Scootaloo continued. “Anyway, I borrowed this tape from Rainbow Dash. It must be a good movie, since she told me I couldn’t watch it until I’m older.”

“Wait, why did she lend it to you when she said you couldn’t watch it?” Apple Bloom asked.

“Well, I said I borrowed it, not that she lended it to me. I kinda put it in my saddlebag when she wasn’t looking the last time I went over to her house,” Scootaloo said.

“So you stole it?” Sweetie Belle said snidely.

“I’m going to return it! I swear!” Scootaloo said, starting to get defensive.

“What is it, anyway?” Apple Bloom asked, trying to read the title as Scootaloo fiddled around with it.

“It’s…” Scootaloo said, stopping the tape and holding it up to her face. “…Bug Bellies 2: The Canterlot Invasion.”

“Whoa, they made a movie about that?” Sweetie asked.

“Guess so. I bet this is one of those movies with lots of blood and guts and stuff!” Scootaloo exclaimed, her wings buzzing in excitement.

“But Ah read there weren’t any fatalities in the changeling invasion,” Apple Bloom said.

“Eh, artistic liberties and stuff, you know the deal with Applewood studios,” Scootaloo said dismissively. She trotted over to the tape player and inserted the videotape with her pegasus grace.

“Wait, we’re watching it now?” Apple Bloom asked.

“No time like the present!” Scootaloo said, taking a seat on one of the clubhouse’s cushions.

“But we don’t even have popcorn!” Sweetie exclaimed.

“Come on, it’s starting!” Scootaloo whispered in a hushed tone as scanlines wiped away the PonyMax logo on the TV, leaving only a grainy black.

Sweetie Belle and Apple Bloom took their seats besides Scootaloo, and the three fillies watched intently as the darkness of the television faded out to reveal a stock photo of Canterlot Castle. The colors were washed out and there seemed to be a layer of graininess above everything, like the camera used was a bottom-of-the-barrel make.

“Bug Bellies 2: The Canterlot Invasion,” Scootaloo said, reading the big block letters that unceremoniously flashed on screen. “Isn’t that a stock font? Usually movie titles are more flashy, right?”

“Yeah…” Sweetie said as her eyes scanned new words that had suddenly appeared beneath the title. “Starring Maxilla and Tasty Tart. Producer, Director, Camerapony, and Set Design by Pony Smithee. Huh, weird name.”

“What about the rest of the cast?” Apple Bloom asked as the screen faded to black.

“The probably just credit the lead actors on the title card. The rest are probably at the end,” Scootaloo said.

The black screen of the television faded away to reveal a scene of what appeared to be a Canterlot street. Loser inspection, though, revealed that the buildings were made of what appeared to be styrofoam, and the ancient gargoyles that gave Canterlot building their unique appearance were obviously made out of paper mache. A green pegasus mare in a shredded Wonderbolt uniform stepped in from off screen, standing awkwardly just left of the center of the screen. The camera quickly jittered over to center her in the frame.

“Oh no! The changelings are invading!” Said the mare in an almost bored monotone, swishing her long, straight pink mane back with her front hoof. “My wing broke in the scuffle. I hope…”

The mare’s eyes could clearly be seen reading her lines from off screen.

“…that this alleyway is safe to rest in!” She said before trotting to the right and out of frame.

“Wait a sec! Wonderbolts don’t have manes like that!” Scootaloo shouted and pointed at the screen. “Their manes are windswept from flying all the time! Also, that wing isn’t broken! If it was it would be hanging limp! And what kind of a cutie mark is that? A slice of cake?”

“Yeah, the acting seems kinda wooden,” Apple Bloom noted.

“Hold on, maybe it gets better,” Sweetie added.

The screen faded to black and faded in to show the interior of an alleyway with the same painfully fake appearance as the previous scene. The mare from before pranced in from out of frame, delightfully cantering to the end of the blocked off alley.

“Hmm, a blocked alley? I hope a changeling doesn’t find me here!” The mare said loudly. She stood still for a minute, tapping her hoof impatiently. She looked somewhere off-screen, and did a small gesture with her hoof. Soon afterwards, a changeling stepped into the frame. His fangs glistened white, and his frayed wings buzzed ominously.

“Whoa! They got a real changeling for this!?” Scootaloo said. “Finally, some action!”

“Couldn’t the good ones just transform back to their old appearance?” Sweetie mentioned.

“Hey! Don’t ruin it!” Scootaloo snapped, before turning back towards the screen. Maybe now the movie would get good, she thought.

“Foolish pony! There is no escape now!” Said the changeling in a nasally, dorky voice that betrayed his fearsome appearance.

“Yeah…one of good ones,” Sweetie whispered to herself.

“Oh no, whatever shall I do?” Said the mare, who was very clearly swooning over the bug as it stepped towards her. She batted her eyes at him flirtatiously as he soon was within hoof’s reach.

“There is only one thing you CAN do, little snack, and that is to submit to the superior creature. Me!” Said the changeling with a sinister laugh. Well, it would have been sinister if it hadn’t sounded so forced and fake. What made it super corny was the fact that he licked his lips right afterwards.

The three fillies gasped when the changeling leaned in and began to kiss the mare passionately. His forked, wispy tongue slipped in and out of the mare’s lips, and the mare was equally sloppy with her smooching as well. Both nuzzles glistened with saliva, and their coos of delight filled the air.

“WHOA! Is he…forcing himself on her?” Apple Bloom asked.

“I dunno, she seems pretty into it. She looks like Rarity does when she brings home a stallion,” Sweetie Belle noted.

“Maybe it’s a romance movie, blegh,” Scootaloo said with disgust.

But then, something happened that the three fillies were not expecting. Without warning, the changeling opened his mouth wide and took the mare’s whole snout into his mouth. The mare moaned loudly and her eyes rolled up into her head right as the changeling’s lips covered the rest of her face. His fangs vanished with a flash of green flame while his jaw stretched over the mare’s large head. Wet sucking sounds filled the air, and drool dripped in steady streams down onto the false cobblestone floor.

“I-Is he eating her!?” Sweetie Belle gasped.

“Ah think he is!” Apple Bloom said as the stared intently at the screen. Just moments earlier she was bored to tears, but now she couldn’t tear her eyes off the spectacle.

“Aww yeah! Finally some action! I bet another Wonderbolt is going to swoop in and save her!” Scootaloo said, inching ever closer to the screen.

The changeling’s tongue slipped out from behind his chitinous lips, curling around the back of the mare’s head and stroking her silky mane before hooking her skull and pulling her ever deeper into his throat. Loud, wet gulp made his lips travel all the way down to the base of her neck. Despite being muffled by inches of changeling flesh, the mare’s moans were even louder than before, with an imprint of her face clear on the changeling’s elastic throat. Her head made his neck bulge obscenely, and the three fillies were transfixed as another gulp forced her entire front half past the changeling’s lips. Her forelegs kicked weakly, now pinned to the sides by his tight lips.

“A-any minute now,” Scootaloo said, too focused on the movie to notice that her face was red and her wings were flared out.

“He’s really going to town on her, isn’t he?” Sweetie Belle said.

“Yeah,” Apple Bloom said, now morbidly curious just how far the scene was going to go.

The mare’s wings, once flapping around excitedly, now folded up neatly and submissively to her sides, allowing the changeling to continue consuming her. The tight polyester of the Wonderbolt outfit was slick with saliva as the changeling’s tongue danced all around her body, coating her with lubricating fluid as it tickled her. The changeling gulped once more, traveling past the mare’s wings and reaching her flanks. Her forelegs, or at least what little could be seen of them outside of the changeling’s maw, wiggled helplessly as the predator took a break to catch his breath. After a few moments, he resumed swallowing her. His lips inched over the mare’s luscious flanks, a bit too chubby for those belonging to a professional athlete, but the changeling didn’t seem to mind. His bizarre, almost alien physiology made his whole body stretch out silently to accommodate the mare’s body. He had to shift his front hooves so that her massive, bulging weight didn’t cause him to tip over. By now, the mare was at the point where gravity helped the changeling gulp her down, and his tongue gripped her hind legs possessively as she sank into his hot innards. A few more greedy gulps and the last of the mare’s tail vanished behind the changeling’s lips. A flash made his fangs return, and his licked his lips contentedly as his whole body groaned and shifted to deposit the mare inside his now-lumpy stomach.

“WHOA! HE ATE HER!” Sweetie Belle yelled.

“Do you think it’s real?” Scootaloo asked, biting her lip.

“Nah, it’s just special effects. Good ones, though,” Apple Bloom said, just as transfixed on the film as her friends.

The changeling breathed deeply before letting himself fall down on a discarded piece of cardboard. He was laying on his side; his bulging gut was too large for him to sit normally. His foreleg casually stroked the shifting mass of flesh soon finding where the mare’s head was.

“There there, now be a good little snack and digest,” the changeling said. He glanced into the camera, then back to his gut. “Actually, I think we might want a little show…”

His body flashed with green flame, and when it dissipated, the changeling had made his whole belly a transparent green. The mare could be seen shifting all around with a look of inconceivable euphoria on her face. She was kissing and licking the stomach walls as they slowly closed in around her

“My my, such eager prey,” the changeling taunted. “Mmm…are you ready to melt into bliss and become one with me?”

“Yes! Yes!!!” Screamed the mare from within. “Claim me! Make me a part of you forever!”

“So helpless to resist…you were doomed the moment you met me,” the changeling continued as his gut began to gurgle and blorp loudly. It began to shift around without the mare’s help, and she began to be batted around on the inside by the tight, powerful muscles.

“Ughn…feel that?” The changeling continued. “Feel the churning? My stomach muscles working to knead in my digestive stomach fluid into your fur?”

“YES! YES! I FEEL IT!” The mare moaned. Through the transparent flesh, she could be seen scooping up pools of fluid with her hoof and letting it run off onto her face and body. She twisted and turned in what little space she had, as if to coat herself more in that mysterious liquid. It looked like it had the consistency of runny slime, running off of her body while simultaneously leaving a thin coating of goop behind.

The CMC were surprised to see the camera shake as if it were unhinging from something, before shakily moving closer to the changeling’s engorged belly to capture finer details. It shifted back and forth between the changeling’s ecstatic face and the jubilant mare squirming around in his transparent gut. Up close, Apple Bloom could hear the loud, rhythmic gurgling of the changeling’s belly much more clearly, as well as see the small aberrations in the glassy flesh that signaled the muscle underneath working hard to squeeze and massage its inhabitant.

“Uhn…look at you…” the changeling squeaked out between his own gasps of pleasure. “So submissive…a slave to your desires...soon you’ll be just fat on my flanks, you little gut slut…”

“WHOA! HE SAID A SWEAR WORD!” Apple Bloom exclaimed.

“Did he? I didn’t hear it,” Sweetie Belle said.

“He said it just now! The S-word!” Apple Bloom answered.

“You mean slut? Slut isn’t a bad word,” Sweetie Belle replied.

“Ah Course it is! It ain’t anything ya should call anypony!” Apple Bloom insisted.

“Shh shh shh! You’re talking over the movie!” Scootaloo chided as she scooted a little closer to the screen.

Back on the screen, the mare was very clearly having the time of her life. Her eyes rolled up into the back of her head, and her whole body twitched erratically, like something was shocking her entire nervous system.

“M-more…p-please…m-more!” She yelled through wet, slapping flesh.

“Oh, what’s that? Already losing yourself?” The changeling teased, licking his lips with his tongue, forked tongue. “I bet my digestive fluid is already attacked your nerves, sending wave after wave of bliss throughout your whole body. The effect is so powerful that before long your brain will be rewired to produce nothing but love for me and my stomach.”

The changeling belched triumphantly, before returning to his monologue.

“The effect is permanent, but don’t worry, it’s not like it’ll matter soon. Your love-wracked body will slowly melt into goop as my fluid works its other magic on you. You’ll melt into a pool of love-sludge, and then my body will absorb every last drop of you. There will be nothing left, save for your suit, unfortunately. Your whole life…your hopes…your dreams…your whole purpose in life….fully realized as my meal. You will become mine…body...and soul…and there’s nothing you can do about it other than try to enjoy the ride!”

He slapped his gut with the type of confidence possessed only by those who had won so utterly that any chance of defeat wasn’t even a factor in his mind. His flesh giggled from the impact, prompting even more squirming from the mare within. By now, her speech had devolved into loud, incoherent moaning, and her motions were becoming wild and without any semblance of thought or control. The changeling casually caressed his bulging form, craning his neck down to give one of the lumps on his belly a kiss.

“Aww, it looks like she’s already too far gone to carry a conversation anymore,” the changeling continued. “I suppose that I should finish her off, then.”

The changeling closed his eyes, focusing all of his willpower on his belly. It glorped loudly, and loud squelching noises could be heard as the non-transparent parts of his stomach could be seen relentlessly secreting more fluid. The mare’s screams of ecstasy rose as did the fluid level inside of his stomach, covering almost everything as it sloshed around. Despite the near-paralytic rush of euphoria that was pulsing through her, the mare still had enough basic instinct to keep her head above the digesting fluid. It began to bubble around her, splashing her already-soaked face with more and more magic acid, not to mention that the stomach muscles battered her back and forth like a washrag in a washing machine.

The CMC screamed as she lifted one hoof up out of the fluid, only for it to begin melting almost immediately. It looked like a piece of ice cream held under a heat lamp, dripping down in thick strings into the greedy pool of fluid below.

“Eeep!! Scootaloo I didn’t know this would be a horror movie!” Sweetie Belle said, covering her her eyes to shield herself from the ghastly sight.

“Me neither!” Scootaloo answered. “But, there’s no blood! Did they skimp out on the special effects?”

“It’s like…she’s a plastic toy getting left out on the playground concrete,” Apple Bloom added, herself utterly enthralled by the sight of a melting mare.

The former Wonderbolt continued to moan in delight, even after her hoof had completely dissolved, leaving only a stump that sank back underneath the surface of the stomach fluid. Her squeals became more infrequent and labored, though, the more the changeling’s stomach churning and massaged her rapidly disintegrating body. As time went on, the bulges in the changeling’s stomach became less well defined as the intense pressure aided in the goopification of the mare’s lower extremities. With every passing minute, her voice grew weaker and weaker, until finally becoming silent. Her head slumped towards one of the sides of the stomach, and she closed her eyes.

“I can feel myself…being absorbed…” she said in a soft, quiet voice. The camerapony had to quickly turn up the gain on his mic to make it just barely audible over the gurgling. “It’s…so good…this…is Heaven…thank you…”

And with that, her head sank into the fluid, completely obscured. Though, it didn’t take a rocket scientist to know what was happened underneath the surface.

The changeling looked at his now rounded belly, filled with pony love soup, with a look of weary contentment on his face. He breathed deeply and heavily, turning onto his back and propping himself up against one of the fake walls on set so he could just look and absorb, both literally and figuratively, what he had just done.

“Wait wait…we’re not done yet,” he said in a soft, panicky voice as the camera began to draw away.

“Oh, sorry,” whispered a voice from an unseen pony as the camera once more got as close as possible while still keeping the entire changeling in frame.

The goop in the changeling’s belly began to glow as the bubbling ceased. Through the transparent flesh, an image of the mare’s cutie mark, a pink slice of cake with a cherry on top, rose up from beneath the surface. It hovered in mid-air for a moment, before moving backwards and disappearing into the changeling’s flesh.

“Aww, her soul decided to stay with me,” the changeling said with a hint of genuine happiness in his voice. “Don’t worry, I’ll be sure to let you take control when I disguise as you…sometimes, that is…he heh. For now, enjoy rest of the souls in my body. They’ll be your friends until I kick the bucket, which isn’t going to happen any time soon.”

With that, the changeling looked at the camera and gave a single wink, prompting the screen to fade to black. The fillies were all in total shock of what they had just seen.

“WHOA! What an opening scene!” Scootaloo yelled. “If the rest of the movie is like that, this’ll be incredible!”

“The screen’s been black for a while,” Apple Bloom noted. “There’s more, right?”

“There should be,” Sweetie Belle said as she glanced at the clock. “It’s only been about 20 minutes.”

Unfortunately for the trio, the black screen filled with scanlines, before disappearing seconds later to leave only the PonyMax logo from before they had put in the movie.

“HEY! WHAT GIVES?” Scootaloo said as she jumped up and press the eject button on the tape player. With a whirr, it spit out the tape into Scootaloo’s hoof, who was shocked and angered to see that there was nothing more on the reel. “Are you kidding me!? That’s it? How lame!”

“Yeah, seemed like a weird picture,” Apple Bloom said.

“Maybe it’s like one of those artsy avant-garde films,” Sweetie Belle added.

“Maybe, maybe,” Scootaloo said, putting the tape back into its case with a look of disappointment on her face. “Well, did you two enjoy it?”

“I thought it was alright, up until the mare started to melt,” Sweetie Belle answered.

“Yeah, the special effects on that looked so fake,” Scootaloo added. “Everypony knows that’s not how digestion works. What about you, Apple Bloom?”

“Ah dunno, Ah kinda liked it,” Apple Bloom replied. “Kinda made me wanna get gobbled up mahself.”

“What!?” Scootaloo and Sweetie both asked in unison.

“Ah mean, she made it sound like a good ol’ time,” Apple Bloom continued.

“Ugh, whatever. I’m going to try to return this before Rainbow Dash notices that it’s missing. Sorry for making you drag all that stuff across town. Maybe we can rent some other tape to watch for movie night. I’ll be back later,” Scootaloo said as she trotted off outside the clubhouse to ask Twilight to let her borrow the hot-air balloon again.

“Oooh, maybe the video store will have the ThunderPonies movie! I’ve been wanting to see that one,” Sweetie said.

“Yeah…” Apple Bloom replied wistfully as she let her thoughts wander. After all, if there was a Bug Bellies 2, then there had to be a Bug Bellies 1. The question would be finding it. Then again, there was a changeling in the new school in Ponyville…perhaps, Apple Bloom thought, she could get some more information straight from the horse’s…err…changeling’s…mouth.