For all intents and purposes things were typical in the little town of Ponyville. In most other places, having leaders of kingdoms and clans argue and fight out in the middle of the street would at least raise an eyebrow. But for the ponies in a town featuring not-infrequent incursions from a wild forest and other monsters beyond, it was just another  day. Most were just grateful that the town wasn’t in shambles yet again, as Ember the dragon princess and Thorax, leader of the reformed, fully-realized changelings, kept their tiff to words alone. The words themselves, however, were more hurtful than physical blows would have been, at least for the timid newly-appointed changeling leader. Thorax, despite standing at equal height to the skinny dragon, used his anger to mask how intimidated and useless he felt. Once the dragon and changeling parted ways following their little argument that could easily balloon into a creature conflict with ponies stuck in the middle, Thorax’s thoughts turned inward. For perhaps the 100th time in a short while Thorax asked himself: Am I worth being a leader?

He decided to voice his concerns, however vaguely, to his friend Spike. The smaller dragon had a much more level head on his shoulders, and immediately suggested that the changeling go talk to Twilight Sparkle about it! The pony princess had learned many a fair lesson in friendship and leadership and was only a little longer in the tooth when it came to leading, Thorax, for his part, wondered about Ember and if some creature could talk to her. Spike promised he’d take care of everything, and before too long Thorax found himself buzzing over to the School of Friendship. Spike assured Thorax that Twilight was available, even though the changeling found himself having to skip dinner in the process. With all the confrontations today, in fact, he’d missed every meal so far!

That thought on top of everything else produced one moping changeling leader, the multicolored creature hanging his head low as he ambled into the school and the chamber in which Twilight Sparkle resided. The room wasn’t the head mare’s office, but what looked to be a study, with bookshelves stuffed with Twilight’s favorites and comfy chairs about a round table. Twilight herself was huddled in one of those chairs with her snout burrowed in a book. Her ears visibly perked when she heard the large doors to the room settle shut, and she peeked over the book. She smiled brightly on seeing Thorax, though that smile faltered immediately when she say the gossamer changeling tail limply hanging to the ground, to match the hung-low head. “Thorax? What’s wrong?”

“Hey Twilight,” Thorax mumbled, silently cursing himself in the process. What kind of greeting was that? Wasn’t he supposed to be a representative and leader of his entire species? Thorax picked his head up slowly and cleared his throat. “I’m… Having some doubts about this whole ‘leadership’ thing. You ever feel like the changelings chose the wrong guy?”

Thorax was surprised to hear a chuckle in response. Twilight settled the book down on a coffee table with her magic and leapt out of her seat, clip-clopping over to the depressed changeling. “Yeah I’ll let you in on a secret – and don’t worry, this room’s magically soundproof, by the way,” she added as she stood before the taller changeling. “That feeling never goes away. Some days it’s a challenge to get out of bed! I have to really coax myself and remind myself of the responsibilities I bear as a princess.”

“You… you think that you’re not always worthy either?”

“Of course!” Twilight laughed with a swish of her tail. “It’s less about being worthy and more about being capable.” She winked. “And I think you’re a pretty capable leader.”

Thorax allowed his translucent wings to flutter and flicker as he mused, not making direct eye contact with the counseling mare. “Would a capable leader be such a screw-up all the time? I wasn’t able to have a conversation five minutes with Princess Ember before she… we got angry at each other. I really messed up, Twilight.” He sighed and slumped into a sitting position, hanging his head. Twilight, now eye-level with the changeling, reached out a hoof and promptly booped his snout.

“You’re not perfect,” she started. Thorax winced at the truth bomb before Twilight continued. “I’m not perfect. Nopony, no changeling, no creature is perfect. Princess or otherwise.” Twilight sat down in front of Thorax and attempted to keep eye contact, which the changeling made difficult as he was trying the opposite. “You think I’ve never messed up? Or will never screw something up?” she prompted.

“Well… Maybe?” Thorax ventured.

“I wish!” Twilight giggled. She flicked her wings idly as her eyes rolled up in thought. “I think you could say I’ve made a grievous mistake or two in my illustrious career as a princess. Even recently!” The mare finally locked gazes with Thorax, and this time he didn’t try to break away. Kindness shone on every feature of the pony. “The effort you put through to get where you are now, to free the changelings from Chrysalis, is the reason you at the forefront for leadership, Thorax. Changelings look up to you!”

Thorax offered a noncommittal shrug. “I mean sure, but that was just what… felt right, you know? I wasn’t trying to usurp Chrysalis’ position for personal gain. Didn’t really deserve it in the first place.”

Twilight Sparkle grinned. “The very fact that you admit those things is exactly the reason you are suited to be a leader, Thorax. It’s one of the many qualities that you have that makes you more than qualified for the position.” Twilight offered a comforting hoof, laying it over Thorax’s noncommittal shoulder, and he didn’t let it fall. 

“I suppose so.” The conflicted changeling heaved a sigh and lifted his chin. A ghost of a smile appeared and vanished in an instant, confusion and apprehension replacing his facial features. “But how can I be a leader when I can’t be diplomatic, or talk with other leaders without conflict rearing?”

“What do you think we’re doing right now?” Twilight pointed out. She stood up onto all fours and gestured Thorax to do the same. He did so with another sigh, glistening tail remaining slumped. “I’d say you’re off to a good start. When I first started–”

“I know I know, you messed up a lot,” he finished. “You’re still way better than me though. How can I lead the changelings as effectively as you and the other princesses lead Equestria? I was nothing more than a grub.”

“And you’re far more than that now.” Twilight sighed inwardly. It was clear her words were ineffective. She looked Thorax over, standing taller than she, and got an idea. “There’s a lot more to you and changelings in general that nopony could claim superiority over.”

“Yeah? Like what?” Thorax said, looking back to the princess. There was a hint of doubt in his voice, but it was wavering as he stared over her.

“Well the shape-changing for starters,” Twilight said. “Your entire species can, with just a thought, become whatever you want! And you seem to have the ability down to a science.” Thorax again shrugged, though nodded his head in agreement. “Not to mention the innate ability to suppress magic. That kind of talent is very useful if situations could get dicey...” Thorax knew instantly what she spoke of, recalling the changeling throne that was imbibed with said power. Twilight nevertheless demonstrated by emitting a bright light from her horn. As she leaned her head closer and closer to Thorax, the light dimmed. Twilight visibly struggled as she brought it right up to his chest, where the glow winked out entirely. Thorax was not looking down at the practically-bowing mare, though. His eyes rested on the presented flanks of the princess. Her friendship with the likes of Applejack and Pinkie Pie was quite evident to the changeling. The pockets of pudge the princess possessed did not escape his notice.

“And those fangs!” Twilight continued, trying to think of anything that could perk Thorax’s spirits. He blinked rapidly and looked down to Twilight, who stared up at his maw. “Sharp and ready for anything. Not that you’d have much use for them...” Thorax bashfully sealed his lips around his teeth, though that was more to stop the building drool from leaking. Twilight flicked her tail and began to walk around Thorax at that moment, making the bit of drool that did escape go unnoticed. Twilight’s words flowed in and out of his consciousness, the mare emphasizing the strong physique Thorax possessed, from a shapely middle and tall, strong posture. Great antlers, wings, and tail. But Thorax himself found his mind settling on Twilight’s body. How soft and supple it looked, and he couldn’t help but wonder how it tasted. He couldn’t help but lick his lips as he caught sight of the purple rear end as Twilight rounded him again.

Grrrrmble.

“What was that?”

“Ah, nothing,” Thorax was quick to admit. “Just missed out on dinner is all.” A lovely idea began to bloom in Thorax’s mind. The idea, seeded by Twilight’s praises, that he was worth being a leader. How strong and capable he was, especially compared to Twilight. As the pony settled back down in front of him, Thorax’s tail lifted and sat neutral, as opposed to being splayed depressingly along the floor.

“So what do you think, Thorax? Feeling more like a leader yet?” Twilight prided herself on her lecturing abilities, and could see that her words were finally having a positive effect on Thorax! The changeling stood and smiled a fang-filled grin at the pony.

“You know what, I think I do feel a bit better, now that you mention it...” A certain euphoria was filling Thorax, as the anticipation of a good meal is wont to do for anyone. Twilight was so encouraged by the turn Thorax was taking that she did a little in-place skip, and prompted the changeling to demonstrate.

“Alright, Thorax: Show me your confidence!” Twilight beamed back at the smile that hadn’t left Thorax’s muzzle, the changeling taking a couple confident steps towards Twilight. She watched him even as he began to circle her, insect eyes scanning over her full body. The princess didn’t think anything of it initially. Just a changeling whose confidence was restored and was showing off.

Thorax licked his lips, the subtle slurping sound making Twilight’s ears twitch. “I feel strong and supreme. Having… evolved beyond the frail forms us changelings were so used to having.” He continued his trek around Twilight, who stood stoically while he stalked around her. Thorax’s vision feasted on the alicorn whose body was a bit taller than most normal ponies, and had a bit more meat to it. He paused behind the mare, belly sounding out again.

“Good good, what else?” Twilight pressed. She had turned her head to look at Thorax, only to witness the changeling’s demeanor change once again. There was definite confidence in those eyes, but something more tickled the edges of his facial features that she couldn’t quite place. Her tail flicked as she thought idly, the mere act making Thorax’s eyes light up in delight.

“As the leader of the changelings I have the ability to set the example on how to treat others. Dragons, griffons, and especially ponies.” Thorax leered at Twilight more, even lifting a hoof to caress over the edges of her cutie mark and down her feathery wing. Twilight did her best to stay still for Thorax’s sake, though couldn’t help but shiver. “Our chitinous bodies can withstand quite a lot, and we of course have a lot of power to wield. Responsibly, of course, thanks to good leadership.” Twilight sighed in relief when the large changeling hoof fell to the floor, not realizing she’d been holding her breath in the first place. Her ears flicked again when she heard something liquid plip against the floor. Was there a leak in her soundproof study? When she turned to examine the ceiling, Thorax peered at the equine neck down between her fore legs. Not as much meat as on the backside but still plenty to enjoy, he reasoned. The mere thought of the pony princess slipping down his gullet made his belly grumble a third time. Twilight’s vision snapped back down to find a hungry-looking changeling poised in front of her.

“And, well, even leaders can get hungry from time to time, right?” Thorax concluded, taking a seat inches from the pony princess standing before him.

“Uh, yes?” Twilight confirmed, ears tracking forward as another grumble permeated the room. “Oh, you must be starving by now since you missed your meal right? Did I ever tell you the time I spent all day just trying to get some lunch? I had two tickets to the Grand Galloping Gala and… U-uh...” Twilight fell awkwardly silent when she saw a forked changeling tongue slither out from the lime green muzzle of the leader of the changelings. Thorax loudly licked his lips, before leaning down to slather the tasting squirming thing across Twilight’s cheek. “Th-Thorax?” she squeaked.

“Thank you for the advice, Princess Twilight. You’ve definitely shown me exactly how I need to carry myself in order to be a good leader.” He paused as he placed a hoof to his empty belly, it singing out with another threat. “A strong leader conquers the weak, and you flabby ponies don’t hold a candle to us changelings.” Twilight opened her mouth to reply but found the tongue gliding over the bridge of her snout, making her shudder and fall silent. Thorax pressed his muzzle right next to one of Twilight’s ears and whispered. “Time to show how strong a leader I am.”

Without warning Twilight found herself compressed against the hard chitinous body of Thorax, his fore legs having wrapped around her back and squeezing her up against him. Her rump slapped to the ground as she was dragged forward, chin against his chest, forced to look up at the hungry changeling as she was eyed over like a three course dinner. “W-wait!” Twilight babbled, trying desperately to bring a spell to life. But the proximity to Thorax suppressed any magic she attempted, causing a few fizzling sparks at best. Thorax casually slurped his maw over that sparking horn and coiled his tongue around it, forked tip tickling between the panicked pony’s eyes. She grimaced and tried to pull away while hot drool trickled through her mane and down her face. Thorax’s taste buds alighted in pleasure as he got a full-on taste of Twilight, squeezing his legs tighter to prevent a loss of a good meal. Twilight clenched her teeth and vainly struggled to no avail, the moans from the changeling enjoying her flavor striking terror deep into her. “Thorax, stop! You don’t have to prove anything!”

Thorax slipped his lips away from Twilight’s horn, a slimy thin trail of drool bowing down and breaking after a moment. “Prove what? I’m hungry, and you’re here. One of Equestria’s own leaders, ripe for eating. And I know this now all thanks to you!” His eyes glared hungrily down at the struggling mare, Twilight Sparkle looking about desperately for any signs of potential release or relief. “I’m so much better than you, as it turns out. So many moons of feasting on fatty pony meals didn’t do you any favors, did it Twilight?” His hooves slid down to grope at the small love handles Twilight didn’t even know she had, the plump flesh protruding from her rounded flanks and thighs. She urked and flinched an eye shut, unable to stop Thorax from groping all over her pony form. “Meanwhile, us changelings had much more sustainable diets. Although I do admit that having you may get me hooked on less-necessary food...”

“Don’t eat me!” Twilight cried, which only caused the groping changeling to laugh. He yawned his maw open, just long enough for Twilight to take in the wet tongue and teeth and gullet, then snapped the teeth shut inches from Twilight’s snout. The mare uttered a shocked shriek, her voice carrying no further than the room itself. Thorax leered and licked his lips, letting his tongue slip across Twilight’s muzzle in the process. “Help! Somepony help! Thorax has gone insane!” The two of them paused as the air rang silent around them. Twilight’s eyes widened in realization before her ears wilted. “Soundproof...”

“You’re just doing me so many favors today!” Thorax gloated. His wings buzzed in anticipation, lengthy tail gliding back and forth through the air as well. He scooted back a little, still seated, getting a better grip on the mare. Twilight flinched as the loudest belly rumble yet burbled outward. She could even see the insect-like middle quiver somewhat. “Good advice, private space for a meal, and, of course, the meal itself!” Twilight’s breath left her when she felt her body hefted off the ground, an eerie glow levitating her. Thorax’s fore legs slipped away from her but the magic kept her held tightly in place, her head still pressed to the hard changeling body and preventing her from using her own magic in defense.

“You can’t! Thorax, please!” Twilight begged, sane thoughts rapidly evacuating her mind seeing herself held level with the hungry changeling’s head.

“I could make this very quick if I wanted. Transform into a hydra or a dragon and just gulp you down without a thought,” Thorax mused, rubbing a hoof to his chin and grinning to Twilight. “But no, I haven’t had food all day and want to savor it. Goodbye, Twilight. I’m sure you’ll make a most scrumptious supper, and your lessons will not be forgotten.” A babbling stream of half-coherent words left Twilight’s lips as Thorax's jaws spread wide. Long, thick lines of changeling saliva kept the lips joined with his long tongue furling out to accept the pony. It was clear her whole head and more could easily fit those jaws, even the twitching gullet in the back seeming wide enough. “Ahhh,” Thorax moaned in anticipation, corners of his lips curling into a smile.

“No! Thorax, don’t! Stop!!!” Twilight Sparkle exclaimed in one final plea of desperation. She wailed when Thorax’s magic ushered her right in between those awaiting jaws, changeling hoof pressed up against her butt to further encourage her ingress. Twilight’s protesting head was draped in hanging lines of slobber as her chin slipped along the thick tongue, gliding backwards towards the ever-darkening gullet. Her snout budged right up against the throat, which Thorax gleefully took as a signal to start devouring Twilight Sparkle alive. GLURP! The pony princess’ head, and her shoulders immediately after, were swallowed down, bulging out Thorax’s neck slightly and pinning her fore legs in place by physics and pressure alone. Gobs of heated saliva soaked into her fur and drizzled down her body quickly, jaws clamping down softly around her chest while groans of delight reverberated all about her. Twilight’s latest scream mostly only reached her own ears that compressed to her skull, the rest trickling out as a pathetic “mmmmph!” beyond the changeling’s bulging throat.

Thorax drooled and ate Twilight Sparkle slowly and deliberately. He guided his hooves up and down the pony’s sides, feathers mixing with saliva, fore legs glued to the barrel. Twilight couldn’t see a thing but felt herself sink with every small ULP and GLK that dragged her deeper. She tried to catch her breath, but every subsequent clamp of Thorax’s jaws forced whatever air she’d managed to inhale right back out. Her hind legs, though free from the jaws, were locked in place by Thorax’s magic, awkwardly splayed limply in the air. Her ruffled, messed-up wings couldn’t so much as quiver until they slipped beyond the jaws into the maw, where Thorax was no longer applying his magical grasp to her. The slimy tongue was enveloped completely in purple fur and more, Twilight moaning in despair when it dragged to and fro across her chest. The changeling leader jerked his head suddenly, causing Twilight to yell out in panic again. SCH-GLUK GLURRP! A couple hefty loud swallows expanded Thorax’s throat, bulging with Twilight Sparkle’s chest and legs. Discomfort raced through Twilight’s body, the barrel bent with the chest slithering down the gullet and belly poking out of the jaws still. Her head pressed through the tightly-held sphincter, an awful scent greeting her with said head splashing right into inert stomach fluids idling along the stomach floor. Thorax’s buggy gut began to distend with a follow-up gulp, a squealing pony princess starting to fill out his belly properly.

“Th-this isn’t happening… It can’t be! Thorax is my friend! B-but...” GRRRN… GULP! “H-he’s actually eating meee!” Twilight began to hyperventilate despite the acrid airs now filling her senses, more of her being packed away in the tight changeling stomach. The walls were already pulsating about her, and she wanted nothing more than to escape! Thorax showed no such intentions of course, with his jaws still working hungrily over the plumper midsection that the pony princess featured. He happily dug his teeth into the fur, gripping to the pony and dragging her further inward. Twilight was at least relieved, however little it mattered, that Thorax didn’t bite any harder than that. The pinching and compression of her barrel was anything but desirable, though, with Thorax giving less and less care to the meat he was devouring. His taste buds and drive to feed grew as the meatier parts of the mare were reached, the changeling rolling his eyes in the succulent flavors the pony possessed. Thorax pressed his tongue up against the pliable flesh of Twilight’s belly, the furry thing folding around and enamoring the taste buds completely. “Thorax!! P-please, stop!”

“Mmrr...” GLOOOOORK! A thick, meaty swallow dragged Twilight’s belly completely into those changeling jaws, saliva spewing outward in flecks and decorating the soundproof room. The edges of his maw clamped shut right near the dock of the mare’s multi-colored tail, with the cutie marks of the princess just now threatening to brush his lips. Twilight’s head pressed up to the back of the stomach in a discomforting scrunch, feeling the cool air of the school of friendship only on her hind parts by now. Thorax continued to murr in delight as he ate Twilight, even reaching a hoof up to caress around one pudgy butt cheek then the other. Her hind hooves were still locked in that limp splayed pose from before, pointed downward at opposite angles. Her tail hung limp as well, leaving the mare absolutely no recourse to protest her fate as changeling chow. Thorax’s eyes fluttered closed as he lost himself in the pony tasting, tongue dragging back and forth along the malleable fur of the belly, sliding the tip out to sample her pleasant thighs, softly chewing to squeeze out every iota of flavor. “Mmf…” he mumbled around the protesting pony prey, Twilight squirming about visibly down in the still-distending changeling gut.

With the bulk of the mare eaten alive and eyes still closed, Thorax relaxed his magical grip on Twilight. The pony recognized her newfound freedom instantly when her hind poised hind legs suddenly dangled limply along with her tail, the pony’s protruding butt anchoring her in the air. Those legs immediately began to motor and kick, though Twilight was so low on air at this point that she couldn’t even manage to nick the changeling devouring her. Thorax grinned around the protruding plump pony butt, peeking his eyes open and watching the rump jostle with the pony princess’ protests. He gave a few subtle tosses with his head, wings buzzing in joy, starting to send the final phase of his meal into his maw. GLUK! GLRK, ULRP… GLUURMPH! Twilight began to fold in on herself, head turned upside down with more of her compressed body being fed overhead. Her various bulges were prominent in the sagging changeling stomach, it starting to press to the floor with Thorax still sitting. The gossamer tail of the changeling flicked back and forth merrily as he swallowed thickly again, dragging the remains of Twilight Sparkle’s butt cheeks into his jaws. He managed to mostly close his mouth completely at that point, cheeks puffed out due to how much of Twilight’s rear filled it out. The kicking legs could only twitch now, sticking straight out from the jaws with her tail having gotten tangled up among them both.

“Hrrmph! Hllllp!” Thorax heard from his engorged stomach. He idly caressed his satisfied stomach and pressed in at various spots. The stomach responded in turn with a bubbly GLORP or GLRRRN each time he did, driving fear deeper into the pony being eaten. Twilight barely even noticed her backside being continually chewed and slurped over, forked tongue guided up into the crevice of her rear and sandwiching itself in the plump flavors they provided, the continued murrs from Thorax shaking the stomach as much as the beginnings of digestion were. Thorax lapped into and around Twilight’s rump, allowing drool to freely seep from his lips and patter against his expanded belly. He couldn’t believe how wonderful ponies tasted or why he’d held off for so long in trying them! Having evolved beyond the need to feed on feelings, Thorax was sure he’d found the source to feed every last changeling going forward.

Perhaps Chrysalis wasn’t completely insane after all, he mused, chewing and slurping at Twilight thoughtfully in the process.

Several more moments ticked away with Thorax, as promised, savoring Twilight Sparkle. The princess moaned in defeated, her head pressed up into her own barrel as she lay awkwardly bent in the noisy stomach. She felt her backside licked and tasted, the fur completely matted with hot slobber and slowly inching its way back towards the greedy gullet and bulging throat that awaited it. Her legs managed a few more feeble kicks as they too slowly began seeping into Thorax’s mouth, encouraged by a free hoof pressing right up against the pony’s frogs. Thorax slacked his jaws open, the louder swallows bouncing about the soundproof room. GLURK! GLUP! ULLLLK! SQLCH-GLRK! The visible rear of Twilight Sparkle was rapidly compressed, squelched, and swallowed whole, her hind legs and tail sinking into the jaws right after and finding a place atop Thorax’s tongue. Thorax smiled greedily as he clacked his jaws shut, cutting off what little remained of the princess from the rest of the world. Twilight whined and tried kicking her legs but the bulk of them were already bound tightly by the bulging changeling neck. Thorax playfully swished the hind hooves and tail tip back and forth in his mouth, eking out a last little bit of flavor the princess had to offer. Twilight squealed as her belly squeezed past the sphincter and was pressed down against her face, Thorax’s belly now sticking out past his head. With drool drizzling from his lips, Thorax swallowed Twilight Sparkle whole with a final definitive GLURK!! The pony bulges rapidly shifted down the throat and wetly sloshed down into the stomach properly, Thorax letting his jaws hang open in utter delight. Droplets of drool dripped from his fangs, tongue used to pick stray bits of purple fur from his teeth. That fur was quickly expelled – along with excess drool – when Thorax let loose a satisfying URRRRAAAP! “Ahh… A meal fit for a true leader.”

Thorax decided to sit there and let his squirming, protesting meal settle a little bit. The expanded chitinous belly was flat against the floor, and as a result bulged out further beyond the rest of him. A vague outline of Twilight was visible, some bulges more prominent than others. Every struggle she gave was followed up with groans and churns from the active changeling stomach, and Thorax could barely make out any words she was mumbling. His ears did eventually pick up something that stuck out: “I’m begging you, Thorax, please let me out!” At that, Thorax pressed up against the bulge that was Twilight’s head, pressing her face up against her own belly even tighter than before. Acids accumulated around her body further, groans and churns permeating her senses.

“A true leader,” Thorax commented with a lick of his lips and a deeper massage of his loud stomach, “doesn’t beg.” He hugged his fore legs to his belly, sinking it against the expanded chitin and causing another belch to escape his muzzle. This time a small splotch of partially-digested fur and feathers splattered to the floor. Thorax wiped his mouth and licked across his teeth, confidence brimming from every angle now. Twilight whined and tried to move or twitch any part of her body, from legs to wings to head to tail. None could move with how tightly the fleshy walls of the stomach held her. She tried lighting her horn or casting a spell, but there was no heart in her efforts anymore. All her magic had failed at that point, leaving the pony princess at the mercy of Thorax’s belly which seemed all-too-eager to digest her.

Thorax bathed in the pleasure of a filling meal for a few more minutes before finally deciding to climb to all fours. It was a bit of a struggle but he managed, his gurgling stomach swaying to and fro when he finally made it. The bottom of his stomach scraped the floor as it sagged and swayed, but when it settled it just managed to hover above it. Twilight became utterly washed in the stomach fluids building all around her with that commotion, still squirming away but conserving what little air she had left. Thorax looked down at his bloated self and sighed happily. Twilight’s little leadership lesson taught him a lot that day. How to deal with other leaders and creatures in particular!

“I guess you weren’t much of a leader after all, Twilight,” Thorax gloated. He made for the exit of Twilight’s room and the School of Friendship at large, the halls long-empty since it was well into the evening. The glorping, churning stomach sounds echoed throughout the long hallways. “Either that or I’m even stronger than you were suggesting. Guess we’ll see how long the others’ll last, eh?”

“Mmrph? Mmmph!” came more protests from his belly. A louder GLRRRRN quickly overtook them. Thorax just licked his lips and stepped out of the school into the evening air.

“Now now, fresh meat doesn’t get to talk. You may have been a princess, Twilight Sparkle. But now you’re nothing more than food. All for the superior leader of the changelings.” Twilight panted desperately in the sagging darkness of the stomach. Her prison swayed to the gait of Thorax’s walk as she grew light-headed. Acids rose higher still, nearly coating her body. She knew she’d needed to conserve air, but had to utter out one last protest when Thorax hinted at what was coming next. It was futile, however, and all that it accomplished was making Twilight pass out a few seconds sooner.

Thorax felt a few more violent twitches and struggles from his stomach, before they settled completely. All that remained were the constant BLURPS and CHRRGLES from his belly actively digesting his prolific pony dinner. The changeling was grateful there was nopony there to greet him, as he was too full to deal with any more adversaries at that point. He tested his wings out some and decided not to fly with all that extra weight, opting for walking instead for the moment. It was just as well, since that gave Spike an opportunity to catch up with the bloated changeling. “Hey Thorax!” he called, bringing the changeling to a stop. Thorax turned with a brimming smile, seeing the little dragon catch up to him with ease.

“Yes, Spike?”

“I… Whoa. Had quite a dinner didn’t you? I’m jealous!”

“Heh, yeah, it was something alright.” Thorax turned to look down at Spike, his belly swaying to a stop after a couple seconds. “What’s up?”

“Well… I was gonna say that I got Ember to calm down a bit and you two can have another talk tomorrow!” Spike admitted, eyes constantly shifting to the churning gut. Something was nagging at him at the back of his head, but he couldn’t place why. Shrugging it off, he noted something else about the changeling. “Guess you had that talk with Twilight eh? Told you she’d be a big help. Just earlier you were a mess but look at you now! You look like you could take over the world.”

Thorax laughed, bringing a hoof to his muzzle to suppress a burp. “You don’t say! Twilight Sparkle was very much a big help. She taught me quite a bit about what it means to be a leader.” Almost subconsciously, he brought a hoof back to glide over his big stomach, pressing softly into it and shuddering in pleasure. “What’s on your plate tonight, Spike, hm?”

“Ah, I need to go over some stuff with Twilight. You were her last appointment of the night if I remember right. She still in the school?”

Thorax’s eyes bulged briefly, but he masked his surprised just as fast. “Oh nah nah she had to fly off somewhere. Not in the school anymore.” The half-truth was easier to sell than an outright lie, the changeling discovered.

Spike looked confused all the same. “Oh? Where to?”

“Didn’t say,” Thorax added quickly. “Think she had to teach another lesson...” He looked down at his belly and grinned. “The biggest one she taught me was particularly scrumptious.”

Spike didn’t catch the unintended hint. “Ah well. I’ll see her tomorrow I’m sure,” Spike supposed. He turned back towards the castle he called home and waved to Thorax. “Good luck with Ember tomorrow. See you then!”

Thorax smiled and waved back. “Same to you!” he lied. As much as he wanted to treat Ember the same way he’d treated one of Ponyville’s leaders, he wanted to get back to the new changeling hive as soon as possible. He regretfully took flight from there, wings buzzing along with more ferocity than normal to accommodate for his meal. To his pleasant surprise, though, he found the added burden to be rather simple to deal with once he’d gained a steady altitude among the clouds.

Thorax flew through the skies of Ponyville and Equestria through the night, with Twilight Sparkle digesting away and giving himself plenty of energy to work with. He would occasionally look down on his sagging stomach, seeing it sway and jiggle to the patterns of his flight. He could hear it burble away diligently, the changeling not remembering a time when he’d had such a filling meal. Twilight Sparkle went from various bulges to a smoother, formless mass that rounded out the changeling gut over the course of the night. The stomach shrank and compressed over the course of hours, shaping back into a more normal form save for a hefty paunch that Thorax figured he’d be stuck with for quite some time. Additional pockets of fat settled along the changeling’s midsection and rump, making him larger overall and even gaining a couple inches of height in the process.

The leader of the changelings arrived home safely early the next morning. There were no signs of the pony princess on his figure anymore, only a taller, fatter changeling standing in place of the old. Twilight Sparkle was completely digested, Thorax uttering out one last belch as he set hoof back on the newly-developed changeling hive. A smattering of messy feathers and fur scattered along the ground and were quickly carried away by the wind. The changelings that saw their leader arrived immediately noticed the changes that Thorax had gone through. Not just in physical stature but in how he held himself. This Thorax was positively brimming with confidence and drive. And, they could see in his eyes, the passion to lead the changelings into further greatness. Thorax had taken Twilight’s lessons in leadership to heart, and had taken the pony herself to stomach, and now his hips. Thorax gave the mare one last thought, thinking of her taste and licking his lips, before forgetting about her entirely and concentrating instead on leading his fellow changelings into an age of greatness.