Part 1: >>710658
Part 2: >>You are here
Side Story 1: >>770689
Side Story 2: >>771358
Side Story 3: >>795562
Side Story 4: >>799177
Part 3: >>953923
Part 4: >>TBA

(By the way, there is an actual fan fic about Cuddlhu found here by Parallel Black who, unlike me, actually knows how to write. Go check it out while you're at it.)


Whether out of fear, genuine concern for this thing, or some combination of both, you had admittedly invited this creature to sleep with you without giving it very much thought at all. Simply put it seemed like a good idea at the time but now, as you layed there in the dark with your unexpected and unusual company, you couldn't help but feel conflicted. One one hand this creature, this 'false mare' as you had taken to calling her, seemed harmless enough. For however many hours you had slept before waking up, she had cuddled up with you just like a real mare would have and done nothing more. At the same time though, you were well aware of what the things were that made up the innards of this creature, and what they were known for doing to any creature unlucky enough to cross paths with them. You took a deep breath, feeling the weight of your companion rise and lower with your breath, and wondered what she actually wanted out of this. Did she just want to feel affection and companionship for a little while, or did this hold some deeper meaning to her? Was she merely pretending, or did she actually possess the capacity for true emotion? What did she think of you? Were you nothing but a means to satisfy her little desire or could she actually develop true feelings for you, or had she already? Had you?

Whatever the case she seemed very happy and content. Her head rested on your chest with her fake eyes closed and her false mouth curled into a satisfied smile. Of course she wasn't breathing, but the swarm of tentacles that made up the innards of the suit were gently rolling and moving about just enough that you could feel them through the suit. The movement seemed so weak and dopey compared to last time that, although you couldn't begin to imagine tentacles sleeping, she actually appeared to be asleep. You gently stroked your hand down her back and the tentacles within barely seemed to react at all, not at all like last time where they seemed to fight one another to touch your hand through the fabric. The only reaction you could get from her was the soft churning sound the tentacles made against the fabric as they rolled around within.

In any case in her "sleep" a few stray tentacles had wormed their way through the seams of her outfit and found their way to your body. One from her false ear had wrapped most of the way around your neck to nestle your chin into her mane, and another was poking through the seam of her hoof and softly stroking over your chest. One more had found it's way across your belly and coiled gently around your wrist. You very carefully took the tentacle in your hand and gripped it; it felt exactly as you would have imagined it too, soft and fleshy and warm to the touch. As you held it, the tentacle's grip tightened and the false mare murmured something quietly in her false sleep. You wondered if, to her at least, if the two of you were holding hands in her dreams. Or did she even dream?

Still holding her "hand" you carefully rested your arm on your belly and gently stroked her back with your free arm, feeling suddenly heartbroken for this false mare you just realized could dream. You were only vaguely aware that it was synthetic fur and material you were petting as it felt absolutely real to the touch and carried the warmth of the tentacles within well enough that it felt like it were alive; truly this suit, wherever she had found it, was a work of art. However, as you layed there you also slowly became aware of it's imperfections. You could notice worn portions here and there, popped stitches along the seams where the tentacles poked through, and of course the familiar musty smell of fabric that had gotten wet and air-dried repeatedly. Was that the condition the suit was in when the mass of tendrils appropriated it to become the false mare beside you? How long had this false mare wandered about in this costume, alone and exposed and seeking nothing but intimacy with others? As you thought about it, you slowly felt aware of just how little of luck this thing must have had in it's search for love. It passed for a pony in the eyes of a human like yourself because you were still something of an oddity yourself; in what little time you had spent in Equestria you had yet to entirely grasp what counted as strange or normal in this land and you found yourself able to accept the thing that wanted to pretend it was a mare with surprising ease. You knew the ponies in town would not grant her, this thing they would see as a horror that masqueraded around under the imperfect guise of a pony, that same lenience. With all the dangers that existed in this world you could hardly blame them for being fearful of the unknown; many of them had a rather hard time accepting even you, and a creature like the one that had found a bit of comfort at your side would never be seen as one of them. A dark part of your heart began to hope all the false mare wanted was a night of companionship before being on her way; you did not want to admit it but you knew there wasn't a place for her amongst ponies.

You shook the unpleasant thoughts from your mind, telling yourself you would cross that bridge when you reached it as you held the false mare closer. You wondered instead what the morning would be like. Would the false mare want to sleep in, or would she be eager to be up and about? The mass of tentacles that made her form, did they eat? If so, how, and what would they like? With these more pleasant thoughts dominating your mind you nestled your cheek into her false mane and dozed. In moments you had slipped off into a deep slumber once more.