“Can you keep a secret?”

“Depends on the secret, I guess.” Lemon Hearts shrugged. “Like, if the secret is that you're a serial killer with a rape-slash-murder dungeon in your basement, I ain't gonna keep that.”

Carrot Top laughed. “I'm not a serial killer, I promise.”

“You sure? Nightmare Night is kinda the time of year for serial killers.”

“Nah,” Top waved a hand dismissively. “I'm a succubus. See, I've got the horns and the tail and everything.”

“Sounds a lot more fun than being a serial killer, that's for sure.”

“So you'll keep it a secret, then?”

“Is this some kind of weird roleplay thing?” Lemon suddenly felt slightly uncomfortable. There was something off about Carrot Top tonight. The way she talked, the way she moved, the way her fake demon tail swayed lazily back and forth above her ass.

It was, Lemon noted, a very nice ass.

“Humour me.”

Top's voice seemed earnest enough, Lemon supposed. She still wasn't entirely certain what exactly was going on, but she couldn't see the harm in humouring Top's weird fantasy.

“Fine, fine, you're a succubus. Explains the getup, at least.” And it was one hell of a getup. Lemon wasn’t quite sure how Top had gotten away with it. Surely someone would have complained by now. “Speaking of which, this is a family event. There's kids here. And you're barely wearing anything.” Thigh-high boots, shiny and slick and black that stopped barely an inch below her wide, womanly hips. No pants or skirt, just a blood red thong, though calling it that was being generous. There was only just enough fabric to conceal the relevant piece of female anatomy from view, the rest being barely a thin red thread that rode high on her hips, digging deeply into soft yellow-furred flesh before vanishing into a deep, dark crevice of ass. She wore a black cape, exactly short enough to completely fail to conceal her shapely rear. Her top, on the other hand, was somehow even worse – black fishnet fabric with, Lemon noticed uncomfortably, nothing underneath. The only token effort put towards modesty was a set of red pasties that just barely concealed her nipples from view. The rest of her (very large) breasts were effectively bare for all the world to see. “I mean, Princess Luna is like five feet away. Tops.”

“I'm sure she's enjoying the view,” Top replied with a smirk. “Come on, it's Nightmare Night. The only night of the year I get to really cut loose.”

“You know there's parties without foals around, right? You don't have to go basically naked to the town party.”

“I've got clothes on.”

“You could at least, like, put on a dress. It wouldn't even clash with the rest of the outfit.” Lemon huffed. “The rest of us have bothered to put on clothing that won’t traumatize kids, the least you could do is exercise the same courtesy. I mean, I thought you were good with kids?”

“Well, some of us would rather not wear a fucking burlap sack,” Top said, rolling her eyes in an obviously exaggerated fashion and gesturing pointedly at Lemon’s own mouse costume. “What are you even supposed to be? A sexless grey blob?”

Lemon winced. “I’m a mouse.”

“... Sorry, that was uncalled for.” Top sighed. “Look, if it bothers you that much, we can go back to my place.”

That caught Lemon Hearts off guard. “Oh. Um.” Carrot Top was attractive. Very attractive. One of the most attractive mares in Ponyville, in fact. And here she was, propositioning her. She'd been asked out before, sure, by a handful of stallions who figured they couldn't do any better, or that a homely mare like her would be easy. But none of them had gone beyond dinner and a movie, certainly not skipping right to the bedroom. And none of them had been anywhere near as drop-dead gorgeous as Carrot Top was.

There was a part of her, buried in the back of her consciousness, that wondered if she had always been this gorgeous, but that voice of reason was drowned out by sheer libido. “You want to, um-”

“I'm a succubus, remember?” Top purred, leaning in close to the taller mare and placing a slender, feminine finger squarely in between Lemon's own, far more modest breasts. “I feed off of sex. Off of desire. Off of your deepest, darkest desires made real.” She licked her lips. “Now are you gonna fuck me? Or am I gonna have to fuck you?”

Lemon swallowed dryly, draining her mouth of the last traces of moisture. This time, the voice of reason wasn't buried. It screamed that this was wrong. This wasn't Carrot Top. Top was quiet, polite, unassuming. She ran a stall selling carrots on weekends and worked as a babysitter on weekdays. She wasn't this unrelentingly sexual being. She didn't go around functionally naked in public, offering sex to random acquaintances.

“Yeah. Yeah, okay, let's do this.”

The voice of reason could go fuck itself. Lemon was gonna get laid.

Lemon Hearts wasn't sure what she had expected Carrot Top's room to be like, but it certainly wasn’t this. It was just a room. Normal, nondescript. Boring. She would have expected something cozy and rustic, like something out of a Hearthswarming Eve card – or, going by Top's behaviour, some kind of sexy boudoir. It was neither, really. Just a normal bedroom. There was a bookcase, a desk, a modestly sized dresser, and a bed. King-sized, which Lemon supposed was good considering what they were there for. Lots of room for fucking.

“Sorry about the mess,” Top said, shedding her cape. There was, Lemon noted, a small pile of clothing in the corner. It was something of a humanizing note. As much of a sexual ideal as she was, Carrot Top still got too lazy to put her dirty clothing in a laundry basket and instead just threw them on the floor. She had flaws. Just like everypony else.

“It's okay, I've seen worse.” Lemon shuffled nervously from foot to foot. “So, uh, how does this work? I've, uh, never really done... it before.”

“I can tell.”

Lemon stiffened. “And how would you know that, huh?”

“Your desire is unrefined. Raw. You've got fetishes, but you don't know you've got them because you've never really put that much thought into it.” Top licked her lips again. “Succubus, remember.” She pointed. “Sit on the bed and let me take the lead. It's better to just let things happen.”

“Right.” It looked like she was still going with the succubus thing, then. She awkwardly shuffled her way past Top and sat gingerly on the edge of the bed.

Top gave her a gentle nudge. “C'mon, babe, gonna need you to actually sit on the bed, not just pretend.”

Lemon raised an eyebrow dubiously, but obliged her host. “Should I at least take my costume off?” She awkwardly shuffled her hips, slowly sinking her way into the softness of the mattress.

It was, she noted, a very nice bed.

Watching Top slowly disrobe, Lemon became acutely aware that her costume was decidedly lacking in comparison. There were similarities – both mares wore a headband, Lemon's with fake ears instead of horns. Both also had fake tails, but that was where the superficial similarities ended. Lemon's tail was thinner than Top's, and quite clearly not nearly as well made. Where Top's swayed and twitched like a real tail, Lemon's hung limp. And there was clearly nowhere near enough room for her real tail within the prosthetic – it itched like mad, and she was hoping for an excuse to take it off. The rest of her costume consisted of a dark grey onesie that also itched like crazy. The costume had also come with a fake snout that attached to her face with an elastic band, but it made conversation difficult and eating nigh impossible, so she'd discarded it almost immediately.

“No. You're keeping it on, for now.”

“C'mon, Top, at least your outfit's sexy.”

“Yeah, that's not why I'm making you keep it on.”

Lemon threw her hands in the air. “Well, then, why? It's awkward and uncomfortable and the exact opposite of sexy!”

“Mmmmm, I don't know. I think you make a very cute little mousie~” Top leaned in and gently scratched Lemon on her chin. “Anything can be made sexy if you're creative enough.”

Lemon rolled her eyes. “Says you, mayb-oof!”

Her train of thought was interrupted by Carrot Top flopping backwards and sitting square on her lap. “Yes. Says me. Trust me, I'm an expert.” She grinned, grinding her soft ass lewdly against Lemon's body. “Gotta say, though, you don't make a very comfortable chair.”

“Hey, you're the one who told me to keep this burlap nightmare on.”

Top put a finger on Lemon's mouth, gently silencing her. “Chairs can't talk, little mouse~” Lemon rolled her eyes again, but complied with Top's orders. She was quickly rewarded for her obedience; Top firmly grabbed her arms and pulled them forward, placing them on her ample breasts, now completely bare except for the barely adequate pasties that utterly failed to conceal her nipples. God, they were huge. She wouldn't remotely have been able to enjoy all of one at once using both hands. With just one per breast, she was very quickly overwhelmed. Her fingers and palms sank deep into the acres of soft, heavy, supple flesh like they were being devoured. Top gently led the way, guiding Lemon Hearts as she squeezed, rubbed, massaged, and explored what Carrot Top had to offer.

Top leaned forward, grinning as Lemon’s hands sank deeper and deeper into her warm, inviting flesh. “Do you like that, slut? Mmmmm, my slutty little mousie~ I'm the big, strong, sexy predator, and you're my weak, slutty little fucktoy prey~”

Lemon let out a quiet moan.

“Does that excite you, little mousie? Being hunted down relentlessly by a vicious predator. Nowhere for you to run, nowhere for you to hide. It can smell your fear and your arousal and it's only a matter of time before it catches you. Uses you and abuses you and devours you whole.” Top turned her head to face Lemon and grinned, licking her lips and showing off her teeth. They were very large and very sharp.

Earlier in the night, Lemon might have assumed that she was wearing fake fangs to go with the demon costume. But now, in the heat of the moment, she was beginning to doubt it really was a costume.

“You're, uh, you're not actually gonna. You know. Eat me.” She paused nervously. “Are you?”

“Of course not, babe.” Somehow, Top's response didn't alleviate that feeling deep in in the core of Lemon's being. Like she was falling, endlessly into an infinite abyss. “You're far too scrawny. First we're gonna have to fatten you up. Get some meat on those bones of yours.” Carrot Top firmly removed Lemon's hands from her breasts, slowly hefting herself to her feet. And there was so much of her to heft. Lemon knew for certain Top hadn't been this big before. Tall, yes, maybe five nine, but Top as she was now was towering, easily two heads taller than Lemon, possibly more. She was huge, big and strong and sexy. Breasts easily twice the size of her head, pushed forward and made larger by her impressive musculature. Smooth and hard and athletic. They bulged and quaked with sheer power, without in any way overwhelming the exaggerated feminity of Top's figure. She oozed sex and power and lust, from the razor point of her horns (which, Lemon realized, were very much not fake), to the deadly edge of her taloned feet, and everything between.

Especially her cock.

It was enormous. If Carrot Top were still reasonably sized it would still dwarf most normal stallions' members by an almost comical margin. As it was, the thing was the size of a child. And uncomfortably close to being the size of a Lemon Hearts. It stood proudly erect, throbbing and drooling translucent pre by the gallon. The length glistened with the sheer volume of fluids it was putting out – and there was very clearly more where that came from. Much more. Her balls were equally as obscene as her shaft, huge and throbbing. Their veined contours were outlined by her thong, comically inadequate at even pretending to cover anything. It dug into the cleft between each nut, serving only to emphasize their sheer size – Celestia, they were the size of her head. Each. They pulsed, slowly and rhythmically and audibly.

Lemon noted, swallowing dryly, that with each pulse they got very slightly bigger.

“Oh.” She wanted this. She needed this. Needed Carrot Top inside of her. Needed to be inside of Carrot Top. That primal urge to allow this to happen, allow herself to be consumed, it terrified her.

And that terror just made her more aroused. It was overwhelming.

“Don't just sit there, slut. Service me.”

Lemon didn't need to be told twice. She flung herself forward, burying herself in between Top's fertile seedbags. She let the smell, the overwhelming masculine musk of them wash over her, filling her being with the need to worship. She could feel them pulsing and growing as they filled with more and more and more seed. The size of her head quickly became twice the size of her head and beyond. So very big. And all of it was going to be going inside of her. She flung her arms around them, groping and squeezing and massaging and exploring the expanse of Top's balls. Which prompted them to grow still more.

“Oh god.” Lemon could cum just from this. The sheer overwhelming presence of Top's all-encompasing masculinity. She couldn't wait any longer. “I need you,” she panted, forcibly tearing herself away from the objects of her adoration. “I need you in me.” She flung herself back onto the bed, legs spread wide to show off the soaked-through crotch of her leotard. Suddenly, it no longer mattered to her how scratchy and uncomfortable. Her mind had other priorities. “Now.”

“Well,” Top said, licking her lips. Her tongue was long and thin and serpentine. “Who am I to deny my slutty little mousie her cream~” She reached down casually and, without any visible effort, tore the crotch off of Lemon's costume, revealing her drooling cunt to the cold evening air. “Didn't wear any panties? Naughty, naughty mousie~” She placed a hand on each of Lemon's knees and firmly pushed them apart, to give herself easier access to her prize. “Naughty mousie needs to be punished.”

“Oh, Celestia, punish me!”

“Would be rude to make my little slut wait any longer, wouldn't it?” Top purred, before making one decisive thrust.

By all rights, it shouldn't have fit. Lemon Hearts had had idle fantasies in the past, but she wasn't completely disconnected from reality. It was like taking a tree trunk in her cunt. The difference was almost – no, not almost. It was outright comical. It was just barely a foot shorter than she was tall. It shouldn't have fit.

But it did. With one fell swoop, Top was in her to the hilt. It was obscene. Her torso stretched and bulged to the shape of the shaft, tightly hugging its every contour. Every vein, every curve, every bulge of Top's gigantic horsecock was visible, perfectly outlined by Lemon Heart's body. It reached up to her chest, where her ribcage by all rights should have been but very clearly wasn't anymore because the shaft just continued up and up and up, moulding her torso to its form. The head stretched proudly past hers, up and up towards the heavens. Topped, comically, with the swells of her breasts, stretched obscenely. Comical and obscene, that's what everything about this situation was. Totally disconnected from reality, like some kind of demented cartoon.

Not that Lemon cared in the slightest. All that mattered was how gloriously, deliciously full she felt. It was like every part of her being was filled with cock, from head to toe. There was so much of it and it was all inside of her and it felt so fucking good. Like nothing she'd ever felt before. She knew, rationally, that this couldn't be real. It was some kind of perverted, twisted fantasy that she was having. That Carrot Top was causing her to have. But it felt real. So very, gloriously real. And even if it wasn't, if real sex felt even a fraction as good as this did, she never wanted to do anything else. Just constant, non-stop fucking. Getting pumped full of delicious cum in every orifice forever.

And Top hadn't even came yet. “Oooooooooooooooh~” She groaned in mindless ecstasy. “Fffffuuuuuuckkkkkkkkkk~”

“Mmmm, little mousie sure feels good on my cock.” Top firmly grasped Lemon, wrapping her hands around the living cocksock she had become, and began to pump. It should have hurt, Lemon knew that this should have killed her by now. But all she felt was the overwhelming pleasure. “Mousie should be rewarded for making master feel so good, don't you think, slut?”

“Oh Celestia yesssssssss,” Lemon groaned like an animal in heat. “Please, I don't think I can take any more of this without going insane! Cum inside me! Pump me full of your seed, please! So much that I'm more cum than mare! Make me yours! Your slutty little mouse bitch, so big and full of your cum that she's only good for feeding you!” It felt so good to say out loud. To let go of her inhibitions and let her wildest desires run wild and to just admit it. To herself. To Top. “Please, Mistress! Please fuck me and eat me!”

“Goooooood mousie, knows who's in charge. Time for your reward, slut. Hope you enjoy being spherical because I am pent up as fuuuuuuuuuuuckkkkkkk!”

Top's orgasm was like an earthquake. World-shattering. The first shot of cum distended Lemon Heart's body even more, bursting with such force that her stretched torso was pushed to the ceiling of Top's room. It was like getting fucked by a fire hose. Gallon after gallon after gallon after glorious fucking gallon of white-hot spunk filled her, far beyond what any real orgasm could produce or what any real mare could take. Fuller and fuller and fuller than full. Breasts bigger, ass fuller, hips wider, and she could even feel herself growing taller. But her belly, oh her belly outpaced it all, swelling and swelling and swelling in an obscene caricature of pregnancy, like some kind of ancient fertility goddess.

“More! More! MORE!” She screamed, losing herself to the need. The need to be filled. The need to be bigger. The need to feed her master. And Carrot Top was more than happy to oblige her pet, providing her with a seemingly endless supply of cum. It felt like an eternity had passed before the flow began to trickle and slow to a halt. Hell, maybe it had been an eternity. All that Lemon Hearts knew was that her body was insane. She was mostly belly at this point, like someone had taken a particularly round boulder and glued it to her body. Her slender form sank into the soft, sloshing cushion of cum, like it was a water bed rather than a part of her. That it was a part of her was hard to wrap her brain around. “Guh.” She felt saturated. Pumped full of delicious cream filling.

Her mind was beginning to clear, but she knew it didn't change what was coming next and she wanted to at least enjoy it.

“H-hurry.”

Top didn't respond verbally. She calmly reached down and hefted Lemon easily into the air, maw gaping wide.

It was hard for Lemon to process what happened next, her mind still too fogged by the sex. She wished she could see it from an outside perspective, but she was content feeling it. A tightness, starting with her feet and extending upwards more and more and more. Enveloping her slowly and completely, like a full body hug. There was a pause when it reached her hips, and a much, much longer pause immediately after that as Top reached the massive swell of her belly. This was the point where she almost wished she could see it. Watch Carrot Top unhinge her jaw more and more and more, slowly but surely working her way around the mountainous bulge like some kind of sexy demonic python. She almost came just from the mental image.

And then, just like that, she reached the crest of Lemon's girth and everything was as good as over. She felt her body sliding down the warm, slick tunnel of Top's maw like she was a liquid. Within moments, Top’s lips had reached her head.

And then there was darkness. Lemon felt like she was falling down an endless abyss, down and down and down. Enveloped by the warm, loving embrace of her mistress.

Her eyes fluttered open, her vision filled with the ceiling of Top's room.

“Ah, you're awake. Gotta say, that was one hell of a dream.”

“Top, what the fuck just happened.”

Carrot Top was sitting on the side of the bed with a large mug of some steaming hot liquid or another, probably coffee. “It'll take a while to explain.”

“I'm not going anywhere until you do.”

“Didn't say you were. But 's boring and you're probably tired as balls after that.” She took a long, luxurious sip of her drink. “I've definitely gotten bigger, but Celestia, kid. I've done that kinda thing a few times before but they usually end up looking pregnant. Which I guess you did but I mean, like, real pregnant. You looked pregnant with the entire fucking population of Equestria.” Top grinned eagerly. “You go girl.”

Lemon Hearts slowly pushed herself into a sitting position, leaning against the headboard of the bed. “Yeah, sure, I got fucked immobile. That's empowering.”

“Hey, babe, you're a bottom and you own it.” Top took another swig, and then placed the mug on her bedside table, picking up another in turn and handing it to Lemon. “Here, you need hydration, and the caffeine'll help too.” Lemon gingerly took the coffee, holding it under her nose and letting the warm aroma fill her nostrils. “Seriously. Most subs I've dealt with are like dead fish. They just sit back and take it. You, though. You are going to make an awesome power bottom one day.”

“Thanks, I think.” She took a sip. “Look, seriously, what was that.”

“I told you, I'm a succubus.” A blank stare from Lemon Hearts prompted a sigh from Top. “Technically, what I am is something called a Night Terror. Ain't going into the nitty-gritty details, if you want that, go to the fucking library there's gotta be a book there on us somewhere. Short answer, we're like if Changelings were less subtle. Instead of shapeshifting, I sort of... take your deepest, darkest, weirdest sexual fantasies and make them real.”

“So that actually happened?”

“Yes and no. Obviously it didn't really happen or you'd be dead right now. But at the same time it goes beyond just an illusion or a dream. It's as close as you can get to living it out in real life without anything actually happening.”

“Okay.”

“As for what I get out of it, well, Changelings feed on love. Night Terrors feed on sexual gratification. You get to live out your unrealistic desires and I get a nice meal. And babe, you were one of the best meals I've had in years.” She swivelled herself onto the bed, scooting over to sit beside Lemon Hearts. She was the way she usually looked, Lemon noticed. Still taller than her, but that was because Lemon was quite short. Top was average. Cute, but her breasts and hips were reasonable. She was still wearing her costume, which included a red cocktail dress instead of a thong and fishnet top. Lemon noted that meanwhile she herself was completely naked. “I've kinda been moonlighting as the best goddamn prostitute in Equestria to keep myself fed. That's, uh, that's the secret I mentioned earlier.”

“So...” Lemon Hearts stared down at her mug. “So this is it, then? It's done?”

“Usually, yes, this is where things end. But, uh...” Top blushed. “Your fantasy isn't over.”

“... What?”

Top sighed, and tossed aside the covers.

Lemon Hearts didn't recall ever getting a tattoo. It was mostly circular, but intricate, with lots of smaller circles and incomprehensible writing inside and around it.

“It's a brand. It, uh, means you're mine.”

“What.”

“Like I said, you're one hell of a bottom. Turns out you've got a secret kink for being a succubus's sex slave?” Top grinned sheepishly. “Basically, it means that whenever I want you to fuck me, no matter what you're doing you have to drop it and come fuck me. You're my property forever now. Sorry, really, if I'd known this would happen I'd have probably not just done this on a whim.”

Silence reigned for a good ten minutes as Lemon Hearts let it sink in. “So, uh...”

“I can probably get rid of it. It'll take a while, but it's not like I have to actually make use of you or anything, but-”

“No! No, keep it. It's okay, just...” Lemon hearts sighed. “Try to be a little bit reasonable about what you ask me to do.”

“Well,” Top said, blushing sheepishly again, “if I make you do something you don't enjoy, I don't get anything out of it. It's gotta turn you on to give me any nourishment.” She leaned back, closing her eyes and relaxing. “But if it comes out that I'm a succubus, they're probably gonna friendship blast me. And I don't know what that'd do to me. Could kill me. Or worse. Assuming they even bother with that. They didn't with the Changelings.” She took another drink, finishing off her coffee. “Like I said earlier. I'm not a serial killer or anything. Does this count as a secret you can keep?”

Lemon Hearts took a moment of silent contemplation before replying. “Yeah. Yeah, I think it does.”

Author's Note

Alternate chapter and/or fic title; The Adventures of Carrot Top and Lemon Bottom. ultimately decided it went against the tone I'm shooting for but I like it too much not to mention it.