Fluttershy maintaining the stupefied stare until Gallus’s tail disappeared around the corner like a speeding snake. The mare impressed at the vicious velocity the bird had belted off at, as the peeved predator was already hot on the heels of her fleeing friend, making it abundantly clear that Rarity would not get far. The pegamare zoning out slightly at the thought of the fashionista reduced to food, before with a rolling gulp ocellus’s oscillating oesophagus gently nudged her to remind the mare of her own digestive destiny.

The Pegasus letting out a sensual shiver, as she felt Ocellus’s lapping lips glide over her navel with a single sluggish slurp. Ocellus making decent ground with the strong swallow, as Fluttershy’s glutes glided into her gullet until the changeling’s charging chug petered out and she came to a rest on the gentle rise of Fluttershy’s bottom rung of ribs. The fact the equine was half-eaten not seeming to faze the mare in the slightest, as aside from a few weedy wriggles as she was wolfed down, the passive pony made no coherent attempt to protest her predicament as prey.

The only meaningful motion was a slight squirm, as Fluttershy fidgeted in response to a few weak wheezes ruffling against the small of her back as the changeling struggled to surmount her spine. The pegamare too preoccupied enjoying the sensation of her malleable meats being massaged down the throbbing throat like any other meal, as the peristaltic pipe far surpassed any spa day with its pulsing pressure. The relaxing rubs cascading up her form like serene shiatsu, and Fluttershy couldn’t help but coo a moan as she soggily sheathed in the molesting moistness of the tugging throat.

Fluttershy biting her trembling lip in a half-cocked attempt to suppress a lusty murmur, as she wallowed in flustering feeling of Ocellus feasting on her figure. The Pegasus completely compliant with her consumption, and she trying her best not to wriggle, as she had done this enough time with Discord to know that any jerky motions would delay her transition to the tummy. The needy mare craving the snug security of the stomach sleeve, so that she might curl up in its cradling embrace and allow its manipulative muscles to knead away her stress until she melted into a meaty mush.

That simmering fate sitting just beyond the sphincter that her hooves were tenderly tapping, and the mare could only look on in morbid curiosity as her body visibly bulged out beneath Ocellus’s engorged exoskeleton. The changeling no longer choking, but even so, Ocellus was still struggling with the chore of consuming her portly pony professor, as Fluttershy’s heavy-set hourglass figure was proving a congesting challenge to chug. Ocellus’s body distorting painfully to accommodate a pony larger than she was, creating a distinctive protuberance that showed all the stifled features of the Pegasus through the changeling’s swollen shell.

“You're doing great, just a few more swallows and I’m yours,” purred Fluttershy reassuringly, her words saturated with merry mirth from the excitement of the intimate ingestion. The mare seemingly completely ignorant of the strain of swallowing her was having on Ocellus’s already stuffed systems. Ocellus bloated biology teetering on failure, as her ridged carapace could not contain the sheer quantity of horse meat being funnelled into her frail frame. The sheer stress involved with each tense of her tight throat causing hairline fractures cascaded over her carapace like breaking ice as the chitin cracked to free up space for the copious amount of chirping calories being crammed into it.

Ocellus persevering though, and even with her cheeks numb and her belly stretched to sizes she never knew she could reach she with a bit of agonising exertion managed to hook her lips over Fluttershy’s shoulders like a spasming shawl. The euphoria of feeling her mouth narrow after the sundering spread required to claim the pudgy pegamare’s buttery barrel and bubbly buttocks beyond words, and Ocellus just gave an audible gulp as she cemented this checkpoint on her curvy conquest. Fluttershy’s ribcage and slender shoulder blades creating a comedically large lump in Ocellus’s neck, and the changeling instinctually began to rub bulbous bump in an attempt to expedite its oozing slide to the stomach.

“Shallow breaths, if you hyperventilate you might pass out,” coached Fluttershy as she gave a few tutoring tips to her predator as she was packed away. Ocellus too out of it to listen, as she just let her meal mumble to herself as the Changeling’s confidence returned now, she was on the home stretch of her fatty feast.

“That’s right find a rhythm, you’re doing great for your first time,” calmed Fluttershy as with a glrk Ocellus’s lips booped the back of her head with a swaddling smooch. Creaks and pops ringing out like tearing fabric as the severely stuffed changeling’s shell began to split at the seams, as it overflowed with opulent mare meat. The whole thing creating a queer devouring display, as instead of resisting Fluttershy was actively rooting for her predator.

“Don’t be afraid to use gravity to assist with….” Continued Fluttershy as she gave more advice based on what Discord had shown her in their strange bedroom sessions. The deviant draconequus having all manner of flavourful fetishes, and a few of his more predatory positions had given Fluttershy rare insight into the digestive tract of the god of chaos among a few other holes if he was feeling exotic on where to insert his playful partner. Not like this knowledge was being listened to as ocellus just continued to follow her textbook to a tee. Some things coming innately to the invertebrate though, and she did not need to be told that last part, as she instinctively tilted her head back and with a yawn, began to shimmy her substantial snack’s skull past her parted throat flaps. The sight as though she was swallowing a yellow egg and gradually, she seeped forward framing Fluttershy’s view with pale purple of her oral opening.

“Good job…. you’ve earned it…” she signed, realizing she was wasting her words, as Ocellus had just done what had come naturally and was more than capable of tucking her away without any tuition. The pony’s input unnecessary, as at the end of the day Ocellus would have eaten the equine without her encouragement and put the Pegasus in her proper place as protein. The mare’s twitching ears soon folding down flush, as she trickled into the throat in a flinching flow, and before long her entire cranium was contained in the claustrophobic caress of the grasping gullet.

Saliva seeping onto her from unseen glands soon leaving Fluttershy’s blissful face soaked in spittle, as she just sat there in agonizing anticipation for the final swallow that would send her down so she could settle into stew. The tongue tickling her chin as she sat suspended in the entombing embrace, before it curled around the tip of her muzzle and pulled backwards fully feeding the mare into the cramped chute to the growling gut below. She got one last glimpse of sunlight, before Ocellus carefully closed her mouth and craning her neck slightly gave the forceful swallow required to shunt her blushing banquet into her stomach.

The tail end of the mare going down smooth, as the already stretched pharynx allowed her to slither in the slipstream of her plump plot as Ocellus unceremoniously dumped her dinner in her grossly mishappen midsection. The complaining cavity distended beyond belief, as the gurning gut immediately began to grind against the meek mare it had graciously been given. The flood of fresh food giving Ocellus an intense feeling of indigestion and she could already tell that Fluttershy would not curdle to chyme without giving her serious heartburn.

She had done it though, the changeling chuffed as she let out a few huffing puffs as she reigned herself in from the triumph of taking her teacher and relegating her to just a quivering mass in her middle. The mare within her letting out an approving vocalisation clearly happy with her cramped conditions before the atmosphere grew a little more acrid to process the portly pony into the pellet Ocellus needed to pass this tedious and, in her case, treacherous trial. The panting pseudo-pony reigning in her floundering faculties as she felt the worming shape of the mare sitting in her stomach shudder and shift as she got comfortable.

The chapping pain of her ravaged carapace striking a chord as her bent nerves began to bray in the fresh oxygen circulating through relieved blood vessels. Ocellus tracing the rim of her mouth and the desiccated cracks of her neck as she took stock of the damage dealt by devouring such a dumpy derrière. The distorted destruction minimal but irritating like a dozen papercuts and offered a stark aftertaste to the pony now peacefully folded in a seated fetal position in her stomach. Ocellus beyond tired, and with the sense to realize she was too weighed down to move, as with Fluttershy currently swaying past her knees she would be unable to walk until the Pegasus pulped into a more manageable muffin top. The changeling just resigning herself to sits there on the marble mulling her massive meal, though in hindsight she wished she had packed some band-aids to patch up the myriad of nibbling fractures she had earned by forcing her fatty food down. The mare making a mental note of this for future assessments of appetite, before leaning back against the wall with a sore sigh, as this had not been anything close to what she had expected, and she could only hope that Fluttershy would slosh to soup without further surprises….


...............................

And down she goes, It looks like Ocellus is more than a little relieved to finally feel Fluttershy settle in her stomach...

Part thirty- three of my Collab with Mrleft ( https://derpibooru.org/profiles/Mr-dot-Left09 ). The other parts can be found here:

Start: https://aryion.com/g4/view/583700

Previous: https://aryion.com/g4/view/687445

Next: https://aryion.com/g4/view/693005

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