This is a shipping story I'm trying between FluttershyXOC. Trust me on this when I say this will be interesting and developed. There is going to be minor violence and limited bad language in this due to it being a children's show. This will be kinda creepy on come parts though. Before reading, I suggest you see the season 2 finale "A Wedding in Canterlot" since this story takes place after this. Fluttershy is my favorite character and I hope that she's yours too! Enjoy!

-MLP FIM belongs to Hasbro.

UPDATE: I'm editing the story a little just to clean it up a bit in time for the sequel. Also, this got into a Community! Thanks to whoever referred it or submitted it, and thanks to everyone who's reviewed! I really appreciate it! And keep an eye out for the start of the sequel soon!

Chapter 1: The Feeding

A storm was staring to settle in the fall of Equestria. Ponies all around Ponyville and beyond were locking up and getting ready for a day indoors. Most of them, but not all.
Fluttershy was in the woods just in the backyard of her little cabin. She had gone a little further in than she should have, but she wasn't alone. She had her white pet bunny Angel with her, and strangely enough she felt safe with the small animal's presence.

The little Pegasus hovered through the air with a flower basket in her mouth and Angel close behind her, "Come on Angel bunny." She said in a quiet voice while still gripping the basket handle in her jaws, "We have to hurry. The Pegasi have scheduled quite a storm today and we gotta find some good flowers fast."

Angel hopped around and inspected some of the bushes. Spotting some dark blue flowers, he eagerly tapped his foot to get her attention and pointed them out, but she shook her head, "No Angel. Remember, it has to be pink flowers. Pink as pink can be."

Angel, frustrated, pulled away from the flowers and hopped along in continued search. Frankly, he'd rather be inside snuggly warm in his bed instead of searching in the forest for some stupid posies with his master.

The mare then looked behind her in the direction she knew her cabin was in, "Oh, I hope today's storm doesn't rain the picnic out. Pinkiepie's been planning this party picnic for weeks…" but her thoughts were interrupted when she heard Angel tapping his foot again not too far off.

She flew over to him and saw the bunny posing in front of another bush with his arms out, looking quite satisfied. Sure enough, there were some beautiful pink roses growing from the plant's branches, clashing nicely with the surrounding green and brown.

She smiled happily at the pretty flowers and put her basket down beside her, "Ah ha! This is perfect! Pinkie will love these. It may not be enough for now, but I'm sure we could find more later."

She then felt a drop of water on her head and looked up to the grey sky beyond the forest canvas, "We'd better hurry though, before we both get soaked."
The mare patted Angel on the head with her hoof, "Good job boy. When we get home I'll make sure you get extra cucumbers in your salad."

The bunny gave a small hop of joy and started helping Fluttershy pick the roses.

Fluttershy picked them with her mouth, being extra careful to avoid the bush's thorns.

Not too far from the two were prying blue eyes, watching them.

A Changeling, who everypony figured disappeared months ago, eyed the pony hungrily. Though it has been a long time, the creature recognized the pale yellow Pegasus with the smooth flowing pale pink mane. She was one of the 6 mares who had helped stopped their Queen from taking over Canterlot and Equestria, and the sight of her was really pissing him off.
Ever since the Changelings got scattered, he's been struggling to find them again and connect with the hive mind, but to no avail.
No longer in his family, he struggled to find love to feed off of and animals inside this stupid forest just have little to none significant enough to feed him.

So basically, he was starving, and this one mare of the six he hated so much had an overwhelming amount of love coming from her. He could sense it was love for her friends, but it was almost as powerful as love for someone special and it made him hungry.

Love, it was such a stupid thing, but it was the nectar he needed to live that she possessed.

Right now…she had something he wanted and he was going to take it by force.

The creature let out a small hiss as he drooled at the thought. After he drained all the positive emotions she had within her he could, he would have enough energy to continue looking for his hive, and then they could come back and start with Ponyville this time.

Slowly, he stalked towards the distracted mare, who just continued picking the pink roses and dropping them in her flower basket. Normally, Changelings wouldn't attack and forcibly take love from their victims like this. They preferred to charm and seduce their prey with trickery, then slowly drain them. However, this time his hunger was overriding his caution. He could care less about his usual methods or the rabbit that was with her. He was just focused on mare in front of him.

This proved to be a foolish mistake as Angel's ears twitched and heard his silent footsteps with his superior hearing. He spun around and gave out a squeak of surprise at the strange being with glowing eyes. Panicking, he pulled as hard as he could on Fluttershy's long mane.

"Ow!" she yanked back from him, "Angel, what are you-" he interrupted her with frantic hops and pointed behind her. The Changeling inwardly cursed himself as the yellow Pegasus turned around to face him, "Oh-OH NO!" she backed away from him.

Even in the dim light of the forest and cloudy sky, she could see the creature before her clearly. He was a dark grayish-brown, almost black, color and had a pony-esc shaped figure, but he had a hard shell like a bug instead of thin fur like a pony.
His ears were torn and pointed and he had a horn coming out from the middle of his head, almost like a unicorn's but sharper, and his wings weren't like a Pegasus's feathered ones but thin and translucent bug wings with many holes. His thin legs were also full of holes, making them look rotten and gross. Fangs jutted out of the creature's drooling mouth and his glowing blue eyes were absent of pupils but full of hatred.

Fluttershy knew exactly what this figure was as she had many nightmares of them after the events in Canterlot, "A Changeling!" she cried, backing further away and knocking down her flower basket, spilling it's pink contents all over the grass. The rain began to pour and soak her pink mane, making it droop against the ground.

The only thing she could see that distinguished him from the other Changelings she's met was he had an odd chest plate that matched the dark blue pattern on his backside, making him seemingly more frightening than before.
Knowing that the cat was out of the bag, the monster growled and planned to just attack her head on. Angel stood protectively in front of his master, honestly believing he could fight the mythical creature off. As the Changeling closed in on them, Fluttershy also noticed he was a little taller than the others, a few feet above her, and his fangs and horn were longer. Perhaps this one was older?

It didn't matter to her as she tried to lift her wings up to fly, but she was so scared they had once again locked in place at her side, rendering her flightless.

It was just like that time with the red Dragon, and what a worse time it was.

She tried to pull Angel back with her hoof, getting ready to make a run for it. Knowing that his prey was about to bolt, the Changeling gave a loud hiss of fury and leapt over Angel, pouncing on the yellow Pegasus.
She gave a scream as they tumbled over and he pinned her to the grass with his hooves, his sharp horn starting to glow a sickly green. She struggled underneath him and tried desperately to push the bigger mass off of her, but he didn't budge. His skin against her really did feel like a smooth bug shell, and it was disgusting.

The Changeling was surprised. He hadn't fed well in weeks and was substantially weaker than he had ever been, yet this pony was still unable to move him. It was almost humorous how weak she was, if he had a sense humor.
This was good news for him as that would make this meal easier, but she still was trying to put up a fight.

Knowing he had her trapped, he caught one of her flailing hooves with his teeth and bit his fangs down into it, hard.

Fluttershy gave a cry of pain as a few drops of her red blood trickled down her foreleg. Though the pain was devastating for the delicate pony, she started yanking her leg from him as hard as she could. She would risk gashes and possibly scars from her pulling, but she was willing to try anything to survive now.
Angel tried to save his friend by scratching and biting the Changeling's hoof to make him release her, but his puny efforts felt like bug scratches to the creature as he just ignored the bunny and continued his attack on Fluttershy.

Tears stained her cheeks as his fangs cut and bit in deeper into her hoof, but he refused to release her, "L-Let me go! Please!"

Her begging fell on deaf ears as he only pinned her down tighter to keep her steady.

In the midst of her fighting, she gasped as she suddenly started to feel at tingling sensation throughout her body that started from the wound and traveled over her in a thick blanket.
The tingling soon became numbing. Her pain had started to subside, but so did everything else at it became harder and harder to move. She realized in horror that the bite from the Changeling wasn't just to trap her, but to paralyze her with some kind of poison. She bit her lip and tried to resist the numbing that traveled through her veins, kicking about wildly.
Despite her best efforts, it wasn't enough as the Changeling simply pulled her foreleg back hard enough to keep it straight and his horn glowed brighter. In a slow fashion, he was enveloped in a green aura of energy, and it wasn't long before it enveloped her too.

The creature stared down at her evilly as her positive energy flowed into him, slowly starting to sate his crushing hunger. She could feel something being drained from her, something being stolen from deep inside her heart. The yellow mare knew then that he was feeding off the love she had for her friends and animals.
She tried to refuse becoming his dinner and kicked at his face with her left hoof, but it came out more like pats as her motion stiffened and what little strength she had weakened.

Pathetically as she started to succumb to the green light around her, she tried one more time to call for help, "Please…anypony…Twilight…g-guys…help me…" her voice died into a whisper.

But no one would hear her cries, she was on her own.

The Changeling was satisfied as his victim lowered her free leg and laid there panting, out of breath and further succumbing to the paralyzing poison, leaving him free to drain her.

His feeding was interrupted as a sharp sting was felt on his right foreleg. He gave out a small hiss and looked over to see that pesky white bunny biting into his hollow hoof, trying to make him release the yellow Pegasus. More annoyed now than ever, he yanked his leg away from the animal and batted him hard with it.
This sent the rabbit flying through the air and into a nearby tree, making him yelp with pain and hit the ground, leaving him stunned.

Fluttershy beneath him cried out in a small voice, "A-Angel!"

He didn't really care about her outburst, until he started to feel her shift underneath him. When he turned his head back to look at her, he was shocked by a furious expression twisted on her face.

She then snarled at him in an uncharacteristically loud voice, "No one hurts my Angel!"

She pushed her free hoof against his chest and was starting to lift him off her.

He couldn't believe it! She was resisting his poison!

In retaliation, he bit into her foreleg harder, but suddenly she pulled her left hoof back from his chest and outward, kicking him hard in the side of the face with all her might.

Pain slapped him like a wall and he was so shocked by her unexpected strength that he released her leg. With her right hoof also free, Fluttershy pulled both of her legs back and conked him hard in the chin with her hooves. The force nearly broke his jaw as he stumbled backwards and fell onto his side.

The green glow disappeared as soon as he let go and he was weak once again. He lifted his muzzle from the now muddy grass and gripped his head, dizzy and disoriented. When his double vision shook and focused into one, he looked around until he finally found her.

The Pegasus wasn't looking down at him, but instead she was to the side of him, nuzzling the little hurt bunny. When she determined Angel was still alive and not seriously hurt, she turned her head back and gave him such a glare it felt like a blade piercing his chest.
Her blue eyes stared him down, and looked at him with such shame it made him look down to his holed hooves.

He still could feel her eyes on him as she approached, and he didn't bother looking up as her yellow hooves came into his sight. The pony had bested him, and he was now too weak and dizzy to really fight back.

His eye was bruised and starting to swell shut and his lip was busted and bleeding with green blood.

The Changeling waited for the pony to hurt him again or talk hatefully, but instead what he got was a voice mixed with anger and…concern, "I'm sorry I had to do that, but it serves you right you big Meany."

'Meany' wasn't the word he expected as he looked up to her, and winced as she stared down at him with the same glare.

His ears then folded back as she snapped at him, "You creatures really disgust me you know, the way you feed off our love so greedily! Oh, if I wasn't any better I would kick your face in again right now!"
She calmed down slightly and frowned at him, muttering, "But I won't."

The Pegasus moved over and pulled out a handkerchief that lined the inside of her basket. She brought the handkerchief over and dropped the white cloth at his feet. He looked up at her in confusion, waiting for her to explain her actions.

Instead, the mare only said quietly, "I'd clean up that blood on your face and get out of this rain if I were you." She picked up Angel by his scruff, "You could catch a cold…"

She said the last sentence so quietly the Changeling thought he had imagined it for a second as she galloped off with a slight limp, leaving him in the rain and her spilled basket of roses behind.

He looked from where she disappeared and down to the handkerchief on the ground. Did that really just happen?

He had been alone ever since he had been severed from his queen, but now as he sat there, bloody and in pain in the forest with no others around him, he realized just how alone he really was.

Anger rose within him as he tried to understand her disgustingly kind actions. He had tried to hurt her, and she dared to insult him with these injuries followed by stupid understanding. The Changeling snarled and he stomped the handkerchief into the mud.

That pony wasn't going to get away with this humiliation. He didn't know how, but he would find her, and he would make her pay.