Enclave Commander Skyheart leads a unit of her finest into a Changeling Hive, unaware that she's being led into a trap. When the ambush springs, Skyheart and Seras are separated from the unit and try to contend with a couple of Changelings when things go poorly.

Skyheart belongs to me and Seras belongs to  Marader4

This is a Trade/collab with Crazy Water ( https://derpibooru.org/profiles/Crazy+Water ).

Always loved Crazy's art, commissioned them a couple of times, so jumped at the offer for a trade. Comic looks amazing as you can see above, and the fic is below, here in the description. This may just be a one-off thing as I mostly stick to FurAffinity writing other stuff but this certainly doesn't belong on my FA so hope you guys enjoy here.

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“Alright, squad, recon team’s gave us the all clear. We don’t expect resistance, but keep your eyes peeled for bugs,” Skyheart declared in a clear voice, the copper coated pegasus nodding to the mare scout that had returned from the caves. Captain Skyheart’s perfectly plump form was tightly restrained in her Enclave officer uniform, a tight jumpsuit that hugged into her cultivated curves with an overcoat for warmth. An officer’s cap sat atop her long, raven black mane to complete the look. She’d eaten hundreds if not thousands of mares in her long career as Regional Commander of the Enclave stationed in the Dodge Region. In fact a low *glrrglle* from within her stomach added more gravitas to her words, her ample belly having just finished processing the Changeling they’d interrogated for information about this hive.

“Yes, Ma’am. We’ll have the bomb planted and the whole cave system cleared out before you can say ‘Gurgle and Churn’.” Ace replied, the pegasus mare tapping the side of her head with a hoof and sealing the helmet of her power armour. It clamped around her muzzle as the large grey mare gestured to the other five members of her elite squad. The Riders of the Storm were the best squad in the entire Regiment, which was why they’d been entrusted with a mission as dangerous as this.

They were on a small outcropping in the middle of nowhere. Skyheart’s personal Vertibuck, the one she piloted with her aide and co-pilot Seras, was parked near the entrance to a yawning tunnel, a tunnel that the squad were starting to enter. “Not so fast, Ace. We’re with you on this one,” Skyheart called back, a grin on her face as she jogged to catch up, slipping amongst the squad’s ranks. “Also means first dibs on anyone we come across!”

Skyheart’s loyal Aide, Seras, followed at the back, the only other mare not clad in power armour. She was a hybrid, having gryphon blood on her mother’s side which manifested in a lion’s tail sicking from her brown furred backside. Though other than that she was clearly a pegasus. She wasn’t as curvy as Skyheart, though she certainly wasn’t a slouch either. Her tail tip and mane were both a light shade of purple. She followed the others, the team of nine pegasi, the most elite in the Enclave, following the Scout into the yawning entrance to the caverns.

The Enclave was at war with pretty much the entire Wasteland, but in this particular sector around Dodge City, one of the biggest threats was the Changelings. The ravenous creatures could devour entire towns, often feasting on the stallions and dragging the mares into their caverns for breeding… a fate almost none ever returned from. They were smart, they were organised, and they were incredibly dangerous. They could impersonate anypony and often put other forces into conflict. They were a blight that needed exterminating.

This particular cavern system was identified as one of the New Changeling Hegemony’s breeding hives, which meant it needed clearing out. Marching an entire armed force into a series of caves was a bad idea, a much better one was employing the use of high powered explosives to collapse the whole system. The only catch was the explosives needed to be delivered into the cave system by hoof, which was in many ways even more dangerous. Fortunately they’d identified this cave running parallel to the main Hive. Security would be much lighter and once they were in, all they’d need to do is flick the switch and run. What could possibly go wrong?

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“They’re coming out of the Luna damn walls!” Ace screamed, before biting down on the trigger of her gatling laser again. The zap of laser fire blasted into the tunnels, but where they struck the darkness none of the Changelings seemed to be.

Everything had gone to hell in a handbasket. They’d delved into the tunnels, passing a few turns, following the scout through the myriad tunnels. After some walking they’d arrived at a large central cavern which served as something of a junction. The second they’d all walked out into the open they’d been ambushed. One of the Elite Commandos hadn’t even managed to draw her weapon before she’d been scooped up by a pair of jaws and swallowed down the gullet of a black bug that then zoomed off into the darkness.

Immediately Ace’s Riders of the Storm had opened fire, but all they were hitting was shadows. Meanwhile precise strikes from the dark claimed another mare. She was taken alive, her screams echoing as she was dragged down a side tunnel. Then another mare had just seemed to vanish, taking the squad down from six to three, and they were forming up into a circle, it was looking bad.

“Commander, this way!” the panicked scout called out. She was standing behind them, pointing to a tunnel that seemed to be devoid of the creatures as she waved to Skyheart and Seras.

Skyheart took a last potshot with her plasma defender before nodding. “Get us out of here, scout!” she ordered, falling in behind her and Seras following. The group of three broke off from the Enclave soldiers, hearing Ace screaming as they slipped off into the darkness, the last of the gunfire cracking in the darkness before it came to an abrupt end.

Rounding a corner the three remaining mares galloped on, hooves pounding against stone. “We need to get back to the Vertibuck!” Seras called out urgently, one eye behind them and the other in front as the three kept moving, running from the very shadows. Though if they’d been paying more attention they might have noticed they were running deeper into the maze of tunnels.

They ran and ran, legs pounding until they burned, their breaths growing increasingly ragged before the scout led them to a stop. She was panting, but Skyheart was gasping for air. The beyond ample Commander’s plus sized form was saturated in her sweat, her mane sticking to her forehead and her feathers clinging together on her wings. She peeled off her overcoat and tossed it to the ground. “Ugh… all this… galloping… not good for…” she huffed and puffed.

“Skyheart!” Seras’s voice made her flinch and she gazed upwards again to see the scout glowing. The pink pegasus that had led them there was gone in a flash of light, and replaced with the chitinous black scales of a Changeling.

“Dumbass bird ponies, you think to-” *THWACK* Skyheart didn’t wait for the Changeling to brag as she struck out, striking it in the face so hard she cracked the chitin on its cheek.

“Silence, traitor! You want to ambush me? Well what if I get there first?” Skyheart growled with glee. The Changeling was still reeling when Skyheart lunged at them, knocking it onto its back and her fat ass right onto its stomach. The sheer weight of her belly was enough to wind the bug, the Changeling gasping and sputtering as the huge belly settled on top of it, pinning it down to the ground. “Still think you can handle me? I eat bugs like you for breakfast!” Skyheart declared with glee, grinding her hefty mare rump across the creature’s chest as it sputtered and gagged.

Seras watched with a smirk, her hoof on her weapon. She was distracted by the display, so distracted that she didn’t think to watch her own back. It was trivial for another Changeling to sneak up behind her. She didn’t even get a chance to scream as a gag made of webbing like secretions slapped across her face, covering her mouth and muffling her cries. She wiggled as her suit was torn open and she was thrown to the ground.

Skyheart’s stomach groaned, and that meant one thing. As the Changeling wiggled and gagged, she opened her jaws wide, showing off the plush pink interior before she shoved them around the Changeling’s head. That black bug muzzle slipped onto her tongue, squeezing into the moist, humid interior of her maw. She quickly pushed deeper, the Changeling’s snout slipping along to the back of her throat where it slid into the entrance to that tunnel. Her palate scrunched against the top of the Changeling’s muzzle, Skyheart gagging a little as the taste of bug wasn’t exactly high on her favourite flavour list.

As the Commander started dragging her insectoid meal into her gullet, she was unaware that Seras was being pushed to the ground, the half breed landing on her soft stomach as her curvy rump was exposed to the Changeling. She assumed it was a he based on the throbbing shaft that slapped against the top of her backside. That or it was some kind of ovipositor. “Hrrmm! MRRM!” she tried to scream and get Skyheart’s attention, but Skyheart was too distracted by her meal and Seras’s own yells too quietened by her gag to reach her. She could do nothing as she felt the Changeling kneading her fat backside like it was made of dough, and then slamming its shaft into the crevice between. Its cock found her pussy lips as Skyheart’s jaws reached the other Changeling’s shoulders!

The Changeling being turned into pegasus chow squirmed frantically, but Skyheart was much too strong. Already its head was sliding down her gullet as her jaws spread for its shoulders. She kept pushing her way down, working around her deeper into her cavernous jaws. There was no mistaking that Skyheart was an expert as she effortlessly worked the squirming insect into her maw and down her greedy gullet. Her jaws slipped around its midsection, reaching to its buggy butt. The two black cheeks stuck out of her copper coloured lips as she slurped and nibbled lightly on that backside.

As her copper gut expanded, bloating and swelling with the Changeling’s head, another Changeling was burying its cock head deep into Seras’s marehood. The muffledly squealing mare wiggled helplessly as the Changeling thrust inside of her. *Plap. Plap. Plap.* The repeated meaty thwap of her booty being set to jiggle and slap by every thump of that crotch against her squishy backside was more audible than Seras’s desperate attempts to cry and scream out. Each thrust squelched deep inside of her, the Changeling already huffing as its ovipositor began to twitch deep inside of Seras.

Another hard *GULP* and the Changeling’s backside was sliding down Skyheart’s throat. She fell onto her own fat backside, her plush rump smacking down to the ground as she upturned her head to slurp up those kicking legs and work her way towards the twitching hooves. The rounded twin bulges of the Changeling’s butt slipped down her gullet and down into her stomach saw her belly bouncing. A last long, lewd *SLLRRPP* and she dragged those hooves into her maw. She swished them about her jaws before *GLK* a last swallow sent them sliding down into her expanding stomach.

*Hisssss* The Changeling thrusting into Seras couldn’t resist letting out a hiss of delight as its ovipositor throbbed and *SPLRT* it began to spurt Changeling eggs right up inside of the hybrid mare. The thick ovipositor bulged with each rounded lump it passed, squeezing them out straight into Seras’s marehood, squelching past those pussy lips and being taken up into her own womb. It bloated with each egg, soon being filled to capacity, and then forced to expand wider, to stretch and distend with the sheer volume of eggs being emptied out into her. The Changeling shuddered before letting out a sigh and pulling its shaft clear. A few last spurts of see through seminal fluid splattered across Seras’s thighs.

As the second in command seemed to go limp, despite how her belly seemed so stretched and strained it was visibly full of lumps, the Changeling stepped over her. His horn glowed as her forelegs were forced together and bound with Changeling resin. A blindfold was also slapped against her eyes as she was left bound and trussed like cattle, to be forgotten about as the Changeling approached the much meatier prey from behind.

*HURRRP* A thick belch escaped Skyheart as she clapped her lips. “Ah, see that, Seras? That’s how the Enclave deals with these insectoid fools,” she declared, reaching down and brushing a hoof against her stomach. Her fat copper stomach was stretched outwards, but also tightly gripping the bulging form of the Changeling encased in the prison of flesh. The clear outline of the curled up equine figure could barely twitch in the cramped space, its head pretty much shoved between its hooves. Weak muffled cries escaped as Skyhear pressed in, tracing the bulge with her hooves and grinning. “Check and mate. Call that an ambush?” she scoffed. “Just like everyone else whose ever tried to eat the mighty Captain Skyheart, you’re doomed to end up as nothing but more soft plush on my perfect booty!”

Skyheart was still laughing when something gooey and wet thumped into her wings. She yelped, looking over her shoulder to see gooey resin wrapping around her feathers. Her eyes lifted to see the Changeling just before he threw his weight at her back. She tumbled forwards, slamming to the ground and smacking onto her belly. A *slosh* travelled through her gut as she crashed to the floor with a yelp. “You want a piece of me too?!” she growled. She pushed up with her hooves when *Splat* more of that resin crashed into her forehooves! She felt them slip forwards and hit the stone wall before her, the quick hardening resin locking them together and restraining them tight! Her eyes widened as she realised she couldn’t reach for her weapon with hooves or wings! “You want a fight, then come fight me you dumb bastard!” she snarled viciously, wiggling with her entire plump form.

To the Changeling it was like watching an especially fat pork sausage wiggle about in its casing. Her wiggling saw her plump posterior jiggling and quaking, the meaty cheeks clapping and bouncing as ripples spread across the mass of mare meat. The Changeling was so taken that it almost missed the sudden slinging of a hind hoof right at him. He barely slipped back just in time, and then with an eye roll he spat out another splatter of Changeling goop. It hit her ankles, splattering over them both and locking them together, even adhering them slightly to the ground. Now her wiggling was truly fruitless. “I believe this fight is already won,” he declared with a greedy rumble.

“Fucker! Get this gooey shit off of me and I’ll show you a fight! I’ll crush your head like a grapefruit with my thighs!” Skyheart snarled, refusing to stop shaking and wiggling. All her bouncing accomplished, besides making her meat jiggle, was to smack the Changeling trapped in her stomach against the ground, squashing it beneath her. “I’ll get out of this shit and I’ll tear you apart! You’re going to-” *SPLORT* Another mass of gooey resin slammed right over her mouth, muffling the yells and curses of the fat pegasus commander. Now she was bound and gagged, but still she wiggled. After all she was Skyheart, scourge of the wastes, she would escape and beat this bug down for even attempting to catch her!

The Changeling was quite sure in her restraints however, a smirk on his face. He lifted a hoof and planted it on her jiggling rear. He lightly pressed down, admiring how his hoof sank into it like a mass of jello. He slowly dragged it to the sides, watching how the ripples travelled from where his hoof pressed. “To think, hundreds of ponies have contributed to these cultivated cheeks. Such plump prey, but I’m sure I’ll manage…” He smirked, showing off his fangs.

Skyheart’s eyes widened at his words, but still there was more indignant fury than wild fear in her eyes. She was going to pay back this asshole tenfold for anything he attempted on her. Though as she felt him peeling apart her bubble butt it became clear what he was after. His black hooves parted her copper ass to expose the gorge between like he was parting the red sea and exposed the fat, thick ponut that lay between. The slick coating of sweat acted like a natural lube for the inside of her ass and made the thick creases of the leathery pucker gleam, even in the low-light of the cavern.

“For all your posturing… you’re still just a mare. All it takes is me to get the drop on you, and you’re just as much prey as every other mare out there. I’m going to enjoy you squirming in my tight gut as it compresses your fat ass. All this pudge…” He paused to release her ass and let the cheeks clap together again with a meaty *Thwap*. “It’s all going to end up being added to mine~ Soon as I’m done enjoying your ass, you’re sliding down my gullet, just like you’ve sent countless ponies down yours~ Don’t worry, it’s nice and cramped. I wonder at what point you’ll realise that you’re a goner? When you slip down my throat? Or when you’re wiggling helplessly as nothing but a bulge of your fat crotchtits and hefty hips? I’m going to enjoy grinding you into mulch...”

“MMRRRPPH!” Skyheart tried to scream something back, no doubt something rude. The Changeling peeled her cheeks apart once more, and his dripping ovipositor nestled itself into the squishy crevasse of her ass crack. “MRF!” Skyheart snapped more forcefully, though it did nothing to dissuade the Changeling as he slowly ground his shaft up and down the inside of her crack, grinding against the front of her plush marehood as well as the thick rim of her pucker. Despite her muffled snarling there was a slight tinge of pink to Skyheart’s cheek, though that vanished as her eyes shot wide from the *SCHLRP* of the Changeling ramming its cock right up into her backdoor.

“Mmm, surprisingly tight back here,” the Changeling huffed with a snort. His shaft was still dripping with Seras’s fluids as he rammed his way deep into Skyheart’s backside. Her hefty cheeks wobbled and jiggled as he forced his way in inch by inch, biting his lip as he sunk into her squishy interior. Her soft cheeks clapped and smacked against his crotch as he wiggled his way, prising her tight bootyhole with each inch.

“All this time building up this fat rump… and these heavy milkers…” His hooves wandered down around the impressive curve of her ass to seek out two even softer mounds of copper. They weren’t simply slim teats but full squishy mounds of copper boob. His hooves sunk deep, scrunching into the wobbling mounds to the point he could hear them slosh, feel the teats stiffening alongside his hooves. “Thinking it made you special. Thinking it showed you were a bad bitch not to be messed with…” As he growled in a low tone his hips started pounding, pulling back and slamming forwards again, cramming his cock deep into her bubble butt with every hard thrust. “All it’s done is made you too tantalising a treat to miss out on.”

Skyheart’s backside jiggled and clapped with every hard thrust. The Changeling was pounding her booty cheeks with all he had, his hips slamming against her pudgy ass. His ovipositor rammed deep into her puckered ponut, squeezing its way into the depths of her bowels. A soft repetitive *Plap* underscored each thrust against her jiggling backside as her cheeks softly squeezed and indented with every smack against them. The tremors travelled through her whole form, rocking from her butt, past her ample stuffed belly and all the way to her head. No doubt each thrust was also felt by the Changeling trapped inside of her stomach. “So much for the invincible commander… you’re just as swallow-able as anyone else,” he declared with an eager grin.

Each clap and plap had the Changeling picking up the pace and starting to go faster. His hips smacked against her backside again and again as he worked himself up, her stomach sloshed and started to churn at its meal as muffled cries came from her bulging belly as much as from her gagged mouth. Hot greedy huffs spilled out of the Changeling as his horn glowed a sickly green. It gripped her long raven hair and pulled it back, tugging on her to keep her from rocking forward too much even as it earned muffled yells of pain and anger from the wide eyed Enclave Commander. “NMPH! HMMPH!”

Minutes trudged into minutes for Skyheart as felt his ovipositor ramming inside of her again and again until he reached his limit. A gushing *SSPLLRT* pounding out of his shaft and poured up inside of her ass. With all his eggs already deposited inside of Seras, this was just a deluge of sticky seed. It gushed out of his shaft like a firehose, pumping up her backside. There was so much of it that some sloshed back out around his shaft and splattered to the floor. It spilled across the ground between her legs, forming into a sticky puddle on the ground as another pleasured *Hissss* escaped the Changeling male. Skyheart felt it gushing out of her backside, especially when the ovipositor slipped out of her backside once more. The spent shaft slipped out and it was like removing a plug as a gush of sticky Changeling seed rushed free, spilling from her ponut and splatting to the ground. Her twitching pucker was left leaking a thick trace of spent seed, her ass packed with cream.

“Ahhh, that’s quite an ass. I’m going to enjoy wearing it,” the Changeling hissed with delight, licking at his teeth. He gave her ass a last swat, leaving her plumped up posterior jiggling and shaking as he walked around the mare back to her front. He could hear her growling through her gag, see those eyes burning so hot it was like she was trying to fire a laser through his skull. Of course it didn’t seem to work as he leaned forwards. “First let’s get this mountain of calories you call a body boiling shall we?” The Changeling prised his jaws open, those fangs of his parting to reveal a lashing green tongue, the interior of his maw glowing with the same shade of green as his thorax. “Time I gave you the Changeling predator treatment.”

“MMRRFF! MRF!” Skyheart screamed resolutely through her gag. She wiggled her head, but her hooves and wings were all still bound. She couldn’t do anything as the Changeling stalked back around her, walking around to her backside once more. His jaws extended to ridiculous levels, and he pushed to start at her largest and most delicious spot. Her massive rump was a veritable feast, one he started to stuff into his jaws with gusto. Skyheart wiggled and thrashed her bubble butt, but the huge sacks of double cream she called a backside were effortlessly smooshed together to be stuffed into the hungry maw of the Changeling.

There was a groan of appreciation at her flavour, the richness on par with any dessert. Her booty blubber squished and compacted with surprising ease, though his fangs occasionally pitched in to help squash and squeeze at the booty blubber. The cheeks clapped and smacked as they were smooshed and bundled together to fit into his maw. His slick tongue slapped against them, the roof of his mouth brushing against the top of the curve of those cheeks. He couldn’t resist giving that massive rump some greedy chomps and nibbles, sinking his jaws into the plush ass cheeks as he made them wobble about his jaws like freshly set jello, and his fangs sunk in just as easy. The extra squirms she gave from the jolts of pain was just icing on the enormous booty cake.

Still he wanted her intact, so he kept on pushing, sliding his jaws further around her ass. His cheeks bulged to the limit, then so did his throat, it stretching to ridiculous levels to fit the bulky badonkadonk down into the depths of his eager gut. Her fat ass was already starting to bulge his stomach and he still had some of it in his mouth, his tongue lashing and slurping over every inch it could as he enjoyed the flavour of the twin tubs of lard that were being escorted to the fryer of his gut. His horn glowed as he freed her hind hooves from the bonds. For a second they felt freedom, before he immediately curved them inwards, plonking them onto his tongue. Before Skyheart could really kick them a greedy *GLURK* sent them sliding deeper down his throat.

As her hooves sunk into his stomach his lips were starting to push around the top of her hips. He worked his way further up her form, swallowing her down deeper with every eager gulp he took. Her wings were next, and he kept them bound as he started pushing his jaws around them. He could feel the muscles in her wings tensing as they tried to break through their gooey bonds, frantically trying to flap outwards inside of his jaws but they had no such chance. They soaked through with saliva as his jaws reached the bulge in her own belly. A frantic muffled cry came from the Changeling within, but the Changeling predator didn’t even care. He squeezed the bulge in her belly around with his own eager maw as he sucked and slurped on the chunky Commander, enjoying his pudgy meal.

Skyheart had forced countless ponies to take the one way trip down her gullet or up between her cheeks. Yet despite the thousands of ponies she’d condemned to gurgling away into plot pudge to add to her fatty frame, she never once imagined she’d be making the trip herself. Especially down the gullet of a hungry bug that was chomping her down so effortlessly. Even her ample form packed with calories was sliding with surprising ease into the Changeling’s ever expanding stomach. For all her greedy devouring and posturing as the alpha predator, it didn’t change the fact that she was being out-predated as this bug greedily chowed down on her ample form.

Her compacting stomach slipped down into the throat along with her wings. Soon enough his jaws were starting to slide up towards her shoulders. A last flash of light and her forehooves were freed. Immediately she made the panicked rookie mistake of pulling them back and trying to shove them against the lips that were slipping up her torso. A grin was his response, before a *CHOMP* had his fangs puncturing her sides. She yelped in pain, shoving her hooves down to try and pull out those teeth. A simple biological impulse which he extorted fully, prising his fangs back out of her and then pushing upwards, her hooves now locked down and inside his pulsing throat.

“MRRFF! NNRRFF!” Skyheart was starting to panic now, the mare really thrashing and wiggling against his advancing jaws. The pair of them pushed around her shoulders, leaving just her head shaking outside of his maw. She wiggled futilely as the dark cavern of his mouth advanced around her features. Now she finally broke, a scream of terror being muffled by her gag, and tears filling her eyes. She tried to shake her head, frantic cries of “MRRF! MRRFFF!” being responded to only by more greedy gulping. Her chin pressed into his tongue, the top of his maw clamping around the back of her head. Mascara ran down her cheeks as his sharp jaws entered her vision, his teeth framing her last remaining view of the outside world.

The Changeling tipped his head backwards. A greedy *GGGUUULLLPPP* sounded out as he dragged her head downwards. His pulsing throat sucked down her face, a rounded bulge sinking down his throat. The muscles in his gullet helped shove her downwards, a rippling wave of peristalsis carrying the imprint of her wide eyed face down his throat until with a final *GLUNK* she ended up landing completely inside of his stomach. His see through stomach left her on clear display, her fat copper booty still stained with his seed in a clear patch across her backside.

“Urgh… oh...never been so… so full…” *HHUURRPPP* the Changeling groaned, belching out a mess of copper feathers that scattered across the cave floor. His huge belly was distended to the limit. The fat-ass pegasus was so large that his stomach was bigger than he was. Even with her bundled as tightly as her chunky form allowed his gut was still massively stretched and strained. He stumbled on his seemingly undersized legs. “Damn… so glad that you came all the way down here…” he grumbled, dragging his stomach into a side cave which actually seemed to be made out as a bedroom.

Skyheart felt every wobble from the Changeling’s gut. She’d never been constrained so tightly, she felt like a ham wrapped in netting and left on clear display. Each breath scorched her nostrils with just a whiff of the acrid acids gathering around her. “HRRMMPH!” she protested, but that didn’t change the fact she was being bounced from side-to-side, sloshing about in his increasingly active gut. He somehow dragged himself into the side room, and to the plush mattress that he’d stolen on one of his many raids. He reached the edge as he slowly turned his body around. He let himself fall backwards. *POMF* The weight of his ample form pressed down into the mattress as he dropped onto his back and let his enormous gut rest atop him.

The mare inside was most definitely panicking now, thrashing about in what limited space she had. Even with her hooves now free, they could do little in the cramped space. She pushed with her forehooves and hinds, bulges stretching outward with each shove. Her big butt shook as much as it could, yet the tight stomach kept it to mostly ineffective jiggling. The temperature inside the belly was heating up, and the acids were starting to simmer. If she didn’t escape she’d stew away into nothing but Changeling pudge! Her muffled screams and sobs were already lost to her gag and the bug fat all around her.

The Changeling let himself lay back, crossing his legs as another heated *Urrrrrrpppp* passed from his jaws, scattering some copper feathers onto the top of his stomach… as well as a somewhat soaked familiar cap. It sat roughly on top of the shifting Skyheart bulge as *GGLRRGLLE* and *GLORP* started up around her. The stomach was starting its gruesome work, her own belly just as eager with processing its own meal. “Ahhhh~” the Changeling sighed luxuriously. “Goodnight, Commander Skyheart. I look forward to seeing what your fine, jiggling butt does for me…” he declared with a last yawn before near enough passing out on the spot.

Skyheart thrashed and wiggled helplessly. She’d digested so many ponies with no remorse, but now she’d forego all of those meals if she could just escape the belly around her. The acids itched at her flesh, the burning acids searing over her skin. Fur and feathers glorped away as she sobbed and screamed, the muffled sounds ignored by her snoring predator as the great Commander Skyheart started to gurgle and churn away. Her gag boiled away in the acids, and finally she was able to vocalise. “F-fuck it hurts! Let me out! Let me the fuck out!” she screamed, sobbing and crying as the searing fluid burnt and blistered at the skin beneath.

Her kicks struck against the stomach walls, pounding into the glorping pool of acids that surrounded her. She felt her flesh sizzling, watched as the skin that covered her hooves started to slough off, revealing hard bone and shocking scarlet. She screamed in incoherent horror as she felt herself being eaten away. It was like being eaten alive by a horde of insects as the acids chewed through skin and tissue, and set her nerve endings alight. The agonising cries and sobs only grew louder as minute ticked into minute. Every breath was laden with burning air that seared at her throat and nostrils, even her lungs soon aching with every breath.

The green acids soon dyed a shade of red as her skin was breached. For all the pain and suffering she inflicted, her own was immeasurable. Even her ample backside wasn’t spared the searing as her copper flesh boiled off of the mounds of fat that were her buns. All over her pockmarks formed as acids wore at the weaker spots and then surged into her internal systems. She felt the intense pain of it slopping into her as she churned alive, boiled away inside that eager stomach. Her own belly was breeched, Changeling acids surging in with her own to process the bulge in her own belly even faster.

After a few hours the bloody, twisted lump of digesting mare was wheezing and choking, spluttering out her own blood and partly digested body. The open window of the stomach showed every gruesome detail of Skyheart’s end, showed the exposed bones and scraps of flesh that she was being reduced to. Seras would be glad she was blindfolded as she heard the screams and sobs interspersed with the churns and gurgles of an active stomach. Skyheart felt her heart throb its last few pumps, the acids eating away at the muscle. Chambers flooded with blood as she twitched her last before going limp and expiring with a final full body spasm. All that remained afterward was churning flesh, slowly slopping away over the Changeling’s long rest.

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The Changeling awoke with a yawn. A deep bassy *HHUUURRAAPPP* bubbled up from his depths. The taste of rich savoury mare meat clung to his lips as copper feathers scattered across his stomach once more. He clapped his lips together before slowly lifting his head. His stomach was a turgid, swollen mass of processed meat. He gave his belly a slap, enjoying the strained *Blrrgglee* from the depths of his gut as he sighed. “Ahhh, that’s the sign you’re all done, Commander. Time for me to put on my acting chops!”

The Changeling climbed back to his hooves, rolling off the bed and onto them. His stomach sagged definitively, hanging below him as it sloshed idly from side to side with strained gurgling sounds. “I dare say there’s no better way to appear like an Enclave pig than with a stuffed stomach. Though nopony will know the real you is the one who is nothing but strained mush inside of a Changeling disguised as you’s belly.” Skyheart was long past replying, having burbled into a nutritious mush that would soon be repurposed into bug fat. He paused to pick up Skyheart’s hat, slotting it back on his head as the Changeling strode out of the side room.

In the main room he picked up her overcoat, ignoring her torn suit, and draped it over himself. The next step was to recover Seras. The hybrid was still laid up by a wall, groaning weakly. By now her stomach seemed to almost be writhing. Those fertile eggs already developing inside of her. “Won’t be long now, breed slut. It’s a shame I won’t be around to watch the next generation hatch inside of you and eat you alive from the inside out. After all can’t take you back to the Enclave base and risk them finding out about our ploy,” he explained as he scooped Seras up and dropped her onto his back.

A weak “Hrrmmpph…” was the only pathetic response that she could muster as she twitched on his back. His horn glowed and a flash of green energy formed around his head. As he began to walk back through the tunnels, the energy spread from his face and washed over him. Where it passed black chitin vanished and copper fur replaced it. His horn seemed to vanish into nothing. Long black hair appeared across his copper neck. His insect wings were replaced with feathers. His now much chunkier black bug booty was given a copper paint job, a cutie mark stamped on both of his cheeks. His tail turned long and luxurious. Most importantly his see through stomach full of mulch was turned to a swollen sphere of copper hued belly to hide away the last trace of the real Skyheart. His stomach gave a confirmatory *Glorp* as he walked through the expansive tunnels.

He walked back the path that the mares had galloped down the previous day. With two of them now sludge in his stomach and the other a living incubator on his back he was doing pretty well, even if one of those mares had actually been an infiltrator he hadn’t bothered trying to save. “Just you wait, Skyheart. Soon as I’m sat in your seat I’ll have all the Enclaves armies marching into our hives. You think this ambush was well planned, wait until we wipe out entire regiments~ I can see it now, a sea of bloated black guts churning loudly, raucous belching ejecting all manner of multicoloured feathers!”

Skyheart was quite incapable of responding so the Changeling continued. “Just like your friends, they’ll be trading out their power armour for a different type of full body suit. A whole Enclave battalion stewing away where they can’t hurt anyone. Though would be a waste of fine, jiggly butts like yours if we scarf them immediately. No, like your good friend Seras many will be given a good rutting and kept as incubators. Others rutted anyway before ending up inside a fleshy prison like my stomach. Hope you enjoyed your tutting before you became bug fat?” he asked conversationally, even though he knew she was nothing but mare mulch already.

“One final workout, right? A big send off before the reprocessing begins. Just like you they’ll become nothing but bug fat, asses turned into literal asses! To think, all your predation just made you more delicious! Mmm… and thanks to you, the glory of our ancestor’s hive shall be known once again across these wastes! Pegasi will become the progenitors of our brood for generations to come! How fitting, that those that sought to eradicate us and called us mutants, will now serve as incubators for our next generation, for our glorious return!” The Changeling paused in his speech to give Seras a shake, earning a muffled sob from her gagged mouth. “I’ve proven today that no alpha predator is above gurgling like the mare meat they are! Especially if they face the might of the New Changeling Hegemony! And our legion of former Enclave soldiers, now nothing but pegasus breedsluts and incubators!” the Changeling declared triumphantly.

Skyheart meanwhile was speechless. A gurgled, mulch of mare meat slopping into a Changeling’s intestines. A stepping stone for the return of Changelings. Despite her status and strengths, in the end she was nothing but mare meat and gurgled just like it.

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