Pipsqueak's Liquid Lunch

"So obviously, like I said, our active sex life was difficult to maintain, like, incredibly difficult."

Pipsqueak nodded sagely. He was snacking on some leftover hay-fries as Scootaloo spun out her little story about the magical butt-plug stuffed up his hole. At first, he didn’t believe her, but the longer her story went on the less full he felt. It was quite a nice feeling. Having the plug in there sent a warm pulsing throughout his entire body. In fact, he was so comfortable curled up on the couch cushion he could probably fall asleep.

“Rumble's dick is as long and thick as my leg. I’m so puny,” Scootaloo rolled her eyes. “It wasn’t so bad when we were teenagers. Rumble wasn’t finished growing and I could take that thing without any problem. Of course when he turned nineteen he had one last growth spurt and well, y'know, look at him. He’s almost as big as that rodeo clown stallion I met out west!"

“Almost?” called Rumble out from the kitchen.

“Yeah almost, Rumble,” Scootaloo yelled back with a laugh. “Troubleshoe's is taller than Celestia. And you aren’t.”

“Well I’ve never met this pony so…” continued Rumble glibly, the sink running in the background.

Scootaloo snorted and shook her head. “Anyway, he grew, and suddenly sex was bordering on impossible. He was too big for my little pussy, I could barely go down on him and neither of us were having a good time… well. Not too, too big. We could still fuck... just not comfortably on my end. Literally, my end.”

“Anyway,” Scootaloo took a sip of her drink. “We both went to Zecora to see if she had a solution to our problems. I thought she was going to make me taller-”

“And you still wish you were.” Rumble cut in, coming back from the kitchen holding a gallon bottle of ice water.

“Nah, I’m a lot faster at this size,” Scootaloo spread her wings out proudly. “Any more weight would make as slow as…. well, probably you. You’re like a rock with wings."

Pipsqueak smirked, and shuddered. The pulsing in his backside was increasing steadily. He reached a hoof to his belly and patted it. Almost all traces of bloat from the cum he’d taken in earlier was rapidly deflating. Was his stomach always this soft and cushy though? Pip couldn’t help but stroke it and jiggle it softly.

“So, Zecora rhymes us a solution and gives us that neat little trinket in this fancy pouch,” Rumble continued for Scootaloo, who was currently squished underneath him and couldn’t speak. “The scroll was all sorts of mumbo jumbo and we didn’t read it. After we had sex that night, Scootaloo put it on and afterwards in the morning she was completely healed! There was no bloating, and even more crazily, her pussy went back to like, the way it was before we began our relationship. Nice and tight and not stretched in any wa-OW!”

Rumble shrieked and flapped off the couch so hard he hit his head on the ceiling.

“You bit my ass!” Rumble glared down at Scootaloo and rubbed his left cheek.

“I did not!” replied Scootaloo indignantly. "That's your flank!”

“It’s attached to my rump!”

“Not even close! Besides, you sat yourself on my face!"

“I am not a rock with wings!” Rumble landed and stuck out his tongue.

Scootaloo growled, a smile on her face. “You’re right, and you’re not a featherbrain either, because your skull is filled with rocks!"

Scootaloo spread her wings and tackled Rumble. The big stallion yelped and lost his balance, falling to the floor with a room shaking thud.

As entertaining as the wrestling fight on the floor was, Pipsqueak couldn’t concentrate. The pulsing sensations running throughout his body were beating even faster now, in tune with his heartbeat. He curled his legs close to his body. A powerful shudder ran through his core and warmth blossomed in his crotch. Although he felt suddenly erect the throbbing was decreasing in his shaft. Pip could feel his insides squirming -his face shifting ever so slightly. His ass was ballooning out and becoming softer, curvier, plumper. Then, the strangest feeling yet, he felt his backside split and open, cool air kissing his nethers as a tunnel formed and began to deepen.

“You guys?” he uttered weakly, still overwhelmed. Even his voice didn’t sound like it belonged to him. It was higher pitched and tiny. Another powerful shudder and he lowered his head, his rapidly lengthening mane spilling over his face. The shifting on his face quickened. His nose felt like it was twisting on his face. The back of the couch squished against his expanding rear. There was even some new strange tingling on his lower belly. Pip whined as the feelings inside his body reached a crescendo.

Then it was gone.

Pip gasped, trying to catch his breath from the internal turmoil he’d just gone through. Rumble and Scootaloo hadn’t noticed, still busy play wrestling on the ground. Pip wiped the sweat from his brow, then paused to look at his foreleg. It seemed even smaller and thinner than before. The couch he was sitting on seemed a lot larger than before and he felt sort of… empty inside.

“UNCLE! UNCLE!” Rumble cried out, slamming his hoof on the carpet. Scootaloo relinquished his right wing and sat down on his back, having conquered the battle.

“Pansy!” taunted Scootaloo, standing up and prancing on him.

Rumble blew a raspberry. “Nuh-uh. If I hadn’t just ate I’d pin you no sweat.”

“Yeah suuure…” Scootaloo bapped the back of his head. She glanced at Pip on the couch then did a double take. “Whoa… Pipsqueak? You okay? You’re all sweaty and,” she cocked her head, “and you look… different?”

Gingerly, Pipsqueak got to his hooves and shook his mane out of his face. His long brown hair fell down past his chest halfway down his legs.

“I feel different-”

Pip gasped. Was that his voice?! He sounded so delicate and feminine.

“You got a frog in your throat dude?” Rumble raised an eyebrow. From his vantage point on the floor he couldn’t see Pip that well, just his frontside. “And you totally need a manecut. Right now you look like a mare.”

Pip felt a clenching in his rear at the comment. A powerful chill ran up his spine -that’s not the kind of physical reaction a stallion had. Pip lowered his head to take a gander between his legs.

Instead of his usual spotted friend he saw two soft baseball sized mounds swaying together.

“I AM A MARE!” Pipsqueak cried out.

“What!?" Rumble and Scootaloo said in unison. Rumble jumped to his hooves (knocking Scootaloo over in the process) and looked Pip over. The stallion had been small but it appeared he’d shrunken. She had to be as small as Scootaloo. Maybe even smaller! Pip turned around and looked over her plumped ass. It was big and round and situated beneath her ponut were a pristine set of slick pussy lips, flush with arousal.

“I’ve been turned into a mare!” Pipsqueak exclaimed again, somewhat louder reaching a hoof to caress her new genitals. They were wet and sensitive and very warm. “How could this happen!?”

Scootaloo was immediately on the ball. “Rumble! Run over to the bottom drawer in my room and grab that pouch we got that thing in. NOW!”

Rumble swiftly galloped down the hallway.

“Get down here, Pip,” ordered Scootaloo. With some slight difficulty, the new mare descended to the floor and stood straight in front of Scootaloo. Standing face to face with her, Pipsqueak realized she had to tilt her eyes slightly upwards to meet her gaze.

“Holy crap Pipsqueak!” Scootaloo's violet eyes bugged out. “You’re smaller than I am!”

Pipsqueak felt a hot blush crease her face as Scootaloo circled her. It was so weird, being subjected to her gaze like this. Smaller than Scootaloo… now Pip was absolutely positively tiny, since Scootaloo was a few inches smaller than a mare of average height. “You’re definitely a lot curvier than I am,” whistled Scootaloo, circling past Pips ass.

“Well, you are a Pegasus,” Pip winced at the sound of her new voice.

“Celestia, you sound adorable with that accent as a mare,” teased Scootaloo, sidling up to Pip. “Like manufactured in a science lab adorable.”

“I sound ridiculous!” she whined.

“You sound like that musician who lives here in town,” noted Scootaloo looking down at him and enjoying their difference in height. For once in her life, she wasn’t the shortest mare around. “But way cuter.”

“Scootaloo!” Rumble galloped back into the room and folded his wings.

“Yeah?”

“I couldn’t find it!”

Scootaloo face-palmed. “You are so useless. I’ll go get it,” she zipped over to her room and shut the door behind her.

Pipsqueak gulped. She was used to being overshadowed by Rumble as a stallion but as a mare in this new body their difference in size was insane. Pipsqueak looked up, and up and up at Rumble. The stallion towered over her now. She was eye level with the space beneath his chest. If that big, thick cock of his was erect right now she’d be kissing his wide, fat flare-

Pipsqueak shook her head. Wow those thoughts came quickly. But standing next to him was driving her insides wild. The horniness in her body was rapidly mounting. Also had Rumble always smelled this delicious? As a stallion he’d commented on his odor as being pleasant once (because it was) and right now the scent wafting off his body was no short of intoxicating. This heady, thick aroma assaulted Pips senses and muddled her thoughts, calming her panic and replacing it with unbridled arousal. What she really wanted to do was shove her head in his chest and inhale his scent deeply-

“Does it feel… itchy? Or something?” Rumble said, breaking their silence.

“Huhn?” Pip gave her head a little shake.

“You’re crossing your hind legs and twitching,” he noted.

“Oh! No. I’m fine,” Pipsqueak uncrossed her legs and stood still. “Thanks for asking.”

As soon as she uncrossed her legs she could smell her new scent wafting through the air -the scent of a mare in heat. Pip felt her pussy lips flex and wink on reflex in the presence of such a large, virile stallion. It was a lewd action that only made her even more impossibly hornier. A primal desire to be bred coursed through her veins. To be mounted and rutted like the bitch in heat she was.

“Found it!” Scootaloo zipped back into the room with a small scroll between her teeth. She spat it on the table and unraveled the string. “Way to completely total my junk drawer, Rumble."

“Like I was going to pick out that paper in that huge mess,” grumbled Rumble, bending his neck down to read the paper. “What’s it say?”

“Be of note, owner of this trinket,” Scootaloo read off the paper. “To remove all traces of the male essence, insert the small end into one of your entrance. This is to be used only for a mare, for a stallion to use, will turn his body fair.”

“All traces of male essence,” Rumble repeated. “Well we know that works.”

“And I guess from Pip behind us we know that it works on a stallion too, and doesn’t stop removing male essence until there’s no more of it to remove,” noted Scootaloo, rubbing her chin thoughtfully.

They shared a glance back at Pip, who was biting his lip and staring up at the ceiling.

“What should we do?” asked Scootaloo. “Is there a way to change him back? Put the male essence back in him?”

“Sure Scootaloo. Let me just flip the switch on the side of the cursed butt-plug to reverse the effect,” Rumble replied sarcastically. “How are we supposed to know anything about this silly thing!? We should ask Princess Twilight for help.”

“Ew, no way! That’s so embarrassing on so many levels,” hissed Scootaloo, lowering her voice. “We should go back to Zecora. It’s her thing she sold us anyway.”

“For us to use,” whispered Rumble. “You won’t be embarrassed telling her you’ve been sharing that thing? Just because we clean it doesn’t mean it isn’t dirty.”

“Well it’s not like we’ve got a heck of a lot of options.”

“Oh there’s options, you’re just not thinking of any,” Rumble retorted.

“Who died and made you Starswirl the Bearded?”

Pip couldn’t concentrate on what they were saying. She was ridiculously sweaty and horny, and try as she might, she could not pull her eyes off of Rumbles big fat juicy balls dangling mere inches away from his face. The aroma emanating from her loins had increased tenfold, and she was practically dripping juices from her entrance. Having her longer tail pressed up between her legs did next to nothing. In fact, the only thing it was doing was soaking her tail hair and coating it in that sweet scent as well. The effects of her body seemed to be affecting Rumble as well even if he wasn’t conscious of it quite yet. She could hear his breathing coming in shorter, deeper pants, and his cock was slowly slipping from his sheath and hanging down. Pipsqueak retained a desperate whine, watching that dark shaft thicken and lower itself another couple of inches. Changing back to her stallion self was becoming less and less of a priority. Pipsqueak wanted to be rutted.

“-and I’m saying it doesn’t matter. Why’re you getting so heated over this Rumble?”

Rumble snorted. “I am not. I’m just saying it’d be faster and easier if we went to somebody as magically powerful as Twilight.”

“Which might be pointless if she still isn't familiar with zebra magic.” corrected Scootaloo. “and you are getting heated.”

“I am not!” Rumble growled.

“Not that kind of heated, stand up!”

Rumble straightened himself from his crouch. His cock slapped up between his legs and stiffened completely, bobbing in tune with his heartbeat. A small glob of pre spurted out from the head and landed on the table. Scootaloo harrumphed and tapped it gently.

“Ohhhh,” Pipsqueak whined behind them. They whirled around to look at Pip and gasped.

Tiny little Pipsqueak had propped her forelegs up on the couch cushion and was biting the fabric. Her tail was flagged to the side and her pussy was flushed and dripping down her legs. She winked at the two pegasi, and winked again, body running on autopilot.

“Holy crap Pip! You’re in heat!” Scootaloo exclaimed, and crinkled her nose. “Like really bad. Whew! Wow!” she continued, walking over to the window. “I never have heats this bad. Maybe for like, an hour.”

“It’s probably because we do it so much,” Rumble said, his eyes transfixed on Pipsqueaks pulsing, winking pussy. The intoxicating aroma wafting into his nos was frying his brain. He really, really wanted to fuck right now. As if in agreement, his cock throbbed and spat out another jet of pre-cum, which landed on Pips fat ass.

“I neeeeed it,” begged Pipsqueak.

Rumble licked his lips and looked back to Scootaloo. She was opening the windows and pulling the shades down for each one in the room. He craned his neck down and stuck his muzzle so close to Pips pussy he could feel the warmth emanating off it and inhaled deeply.

It was like a sugar rush that zapped straight to the primal part of his brain. Pip felt the exhale on her new pussy lips and winked three times in succession, splattering Rumbles nose with droplets of warm juices. Rumble felt his cock bounce up against his chest, staining his own coat with pre-cum. He needed to rut this mare. Needed to stick his cock in there and pump buckets of cum in her needy little snatch and-

“I’ll be you think it smells good.”

Rumble picked his neck back up and licked the drool off his lips.

“Uh, yeah,” he agreed, his mind swimming with lurid thoughts.

“I think so too, I can see it’s having the intended effect on you,” Scootaloo extended her wing and slowly wiped her feathers along his shaft. Two of her longest were smeared with long strands of pre. “Wow. Well, you still don’t have it as bad as Pip. This technically his, I mean her, first heat, and its hitting hard. Right Pip?”

“Pleease rut me,” moaned Pip, winking furiously. “Pleeeaase.”

“What should we do?” asked Rumble, his tongue hanging out.

“What we should do is calm Pip down, walk over to Zecora's and see if we can brew up a magical solution,” Scootaloo rubbed her chin, "What I want to do, is let you fuck Pip and fill her up with cum so the heat goes away and she’s not jumping every stallion she sees on the way there.”

Pipsqueak squealed in joy.

‘’What about you, Scoot?” asked Rumble.

“You, are going to eat me out while fucking Pip,” she raised an eyebrow. “You thought I was just gonna watch?”

“No.”

“Then why’d you ask me?” Scootaloo grinned and flew up to the back of her couch. “It’s not like Pips is going to do a good job with that cock of yours stuffed in her cunt. Go ahead big boy, mount that little filly. She neeeds it.”

Rumble wasted no time in lining his cock up, pressing the flare against those warm winking lips and shoving his turgid shaft inside. Pipsqueak screamed and came immediately, her tunnel tightening and rippling over every inch of cock inside.
“Sweet Celestia you’re tighter than Scootaloo,” he moaned, his body shuddering at the massaging the first four inches of his shaft was getting. Pip was writing beneath him in the throes of her first female orgasm, completely lost to the world. Once it passed, Rumble pulled his cock out, and more forcefully rocked his hips forward, bucking seven inches of his length inside.

“D’you need lube?” Scootaloo asked, kicking her legs. They hadn’t needed to use lube before because of how leaky Rumble was but they’d owned a bottle just in case.

“Nah. Need… netter angle,” Rumble arched his back and thrust even harder than the first two times, filling Pipsqueaks cunt with ten throbbing inches of his cock. Pip arched her back and came a second time, her mouth a silent scream as her love canal was utterly, wholly filled to its brim and then some, pussy pumping and milking Rumbles cock desperately trying to coax his load. He shrugged his shoulders and moaned lowly.

“Fuck, I can feel myself getting close already,” he gasped, his balls already beggeining to tighten and chrun with seed.

Scootaloo whistled. “Very nice, but I don’t need the play by play. I need your tongue, on my pussy.”

“I agr-!”

Scootaloo unfurled her wings, curled them around the back of Rumbles head and pulled him down to her own waiting snatch. Eagerly, Rumble lapped at her sticky folds, enjoying the sweet, familiar taste of her warm pussy juices.

Pipsqueak was on cloud nine. She’d already cum twice into her first real fuck and a third orgasm was rapidly approaching. There was no way to tell how many inches of that thick, meaty cock of Rumbles was inside of her. It was just so much, and every delicious moment of him pushing in felt as though a little bit more hilted inside each time. Experimentally, Pip slid one slender hoof down to her belly, feeling it bulge out more and more every time Rumble slammed his hips against hers. It was a dream come true, being rutted like a mare, hot and sweaty with her legs spread wide and-

Rumble pulled back and slammed his cock hard enough that he got in past the medial ring.

A third orgasm ripped through Pip, his vision blurring as another scream of joy left his lips. His pussy throbbing, flexing and pumping over the monstrous shaft wedged in his pussy. Rumble moaned against Scootaloo's folds, triggering her own orgasm and splashing her juices on his snout, and raining droplets down on Pips face.

Rumbles own orgasm was finally coaxed out by Pips desperate, heaving body. His ears flattened and his wings cinched, entire body leaning forwards and plunging his entire length inside of Pip. He clutched the side of Pips shoulders with his forelegs and then with a mighty throb his orgasm rocketed up his shaft and exploded inside his tiny body. Each powerful pump drove pints of hot cum up his rod and directly into Pips waiting womb, overflowing the capacity within two spurts. So tightly was his flared cockhead wedged inside her tiny body that the following bursts of cum bloated her body bigger and bigger with each virile load. By the sixth spurt her stomach had fattened to a size befitting a chubby mare. By the ninth she looked like she was in early pregnancy. By Rumbles fifteenth heavy burst of cum Pipsqueak looked ready for labor, her stomach so tight and fattened with cum that when she rolled slightly on her side and felt Rumbles final burst of cum travel up his shaft into her womb that her belly button popped out the tight as a drum surface of her belly. She was completely, and utterly, filled.
And incredibly sated.
“Ooooh,” Pipsqueak rubbed her belly with a free hoof, and jostled it a bit. It was so tight it didn’t even jiggle like fat. “Ooh stars above.”

“Fuck Rumble,” said Scootaloo, flapping down to his side. “It looks like you literally fucked a baby into Pip.”

Rumble simply snorted, and flopped onto his back to resume his heavy panting. Scootaloo joined him a few seconds later. She straddled his muscular chest and began making out with him.

So… Pipsqueak gulped. “What should we do?”

“Mwuh?” Scootaloo broke her kiss with Rumble and flicked her ear. “Oh yeah.”

As calm as a coma she flapped over and shoved the magic seal in Pips drooling pussy.

“Yikes!” Pip exclaimed. “Why’d you put that back in me?”

“You plan on walking through town looking ten months pregnant, Pip?” said Scootaloo with a hint of sarcasm.

“...”

“Thought so,” she cantered back over to her stallion and sat back on his chest. “Go take a shower or something. You reek of sex. Reeeek.”

“Fine,” Pipsqueak huffed, heaving her stuffed body off the sofa and waddling out the room.