Chapter 2 - Truly Twilightlicious

Mac stopped running after ten minutes, leaning against a tree. He couldn’t go on. He wasn’t unfit – lord no, he could usually outrace his sister, and the new muscles that he had just grown made him feel like he could run forever or lift anything without ever feeling tired. But this new 30% of his body mass swinging solely between his legs was making running a massive hassle. If it wasn’t his cock beating against his chest constantly like continually being tackled by any other pony, it was his balls throwing off his running as they slapped against his thighs and each other. Yet another reason for him to figure out what was going on, he told himself.

He was almost at the edge of the Apple’s family farm now. With his sisters and granny in the house today, he hadn’t had any danger of running into someone before now, but once he made his way into town, there would be no way to hide the beast he had bobbing in front of him. And he couldn’t go out in public with it waving around – he’d cause a panic, he’d be arrested, he’d probably scar several townspeople for life. He needed to hide it, but it was like hiding a second body growing out of his groin. He tried to do everything he could to psyche himself soft – thinking about Hoofball, mucking out the stables, mayor mare naked – but nothing could get his beast down even slightly. Casting around for anything that he could use to hide himself, Mac spied a large bale of hay, the size of a normal pony. Perfect!

Before, he wouldn’t have been able to budge something this size, but with his new muscles, Mac found he could easily move the large mass. He dragged it over to a small clearing, giving himself ample room. He backed up until he had his prick lined up with the centre of the hay, and with his nerves properly steeled, he thrust forward.

Inside the farmhouse three Apples sat at the table, peeling a delicious assortment of their livelihood. The shapely, orange mare and current head of the family moved with extreme speed and skill to separate the juicy fruits from their shiny colorful skins and placed them into different colored bowls that laid in front of her. To her right, her little yellow coated sibling had to concentrate as she slowly slid the shining blade under the skin of a large red apple. Her skill was easily dwarfed by that of her sister, as could be seen by how many she had peeled compared to her sister. Her apples had small specks of skin still remaining, or craters caused by digging the knife in too deeply. And lastly, in the chair at the front of the table, the green matriarch sat proudly. Her movements with the knife were by far the slowest, but her skill with it trumped her granddaughters in spades. Each skin was removed in a single coiling strip. So thin, you could almost see through them in order to maximize the amount of apple that could be baked. Her movements were refined and perfected by countless years of farm work and cooking. She finished peeling the apple and went to set it in the bowl before an otherworldly howl caused her to panic and throw the tasty treat up into the ceiling and, unfortunately, that meant the ceiling fan. Apple sauce rained down on their heads as Applejack jumped up from her seat.

“What in tarnation was that!?” she shouted.

“Sounds like a Timberwolf got its testicles stuck in a trap tah' me” Granny said, cringing.

“Nah! It sounds more like-” she rubbed her chin for a second in thought as she approached the window and glanced outside. “sounds more like one of them Ursas' bit the tip of its tongue off.”

“I'd say, it sounds more like a dumb, desperate, stallion dun' tried tah' fuck a hay bale to me” the youngest apple replied, not shaken in the slightest as she struggled on her next apple. Granny and Applejack exchanged worried looks for a moment as the desensitized nature of Applebloom came as a shock, but not quite as much as her sudden adoption of such vulgarity.

“GO TO YER' ROOM!” they both shouted in unison.

OwowowowowOWWWWW! Mac’s mind recoiled with pain as every inch of his log was scraped, nicked and scratched by the dry, stiff hay. He immediately regretted every part of this decision and situation.

Sucking in air through his teeth, Mac whimpered, and looked down. Well, at least his cock was hidden. And his pants weren’t too bad from the back – he managed to pull them up till they covered every bit of him that wasn’t stuck in hay. Bracing himself and willing himself to walk despite the pain, he set off towards Twilight’s castle, remembering to place his hands on either side of the hay. Had to make the disguise work, after all.

Mac tried to waddle up to the door of the Castle of Friendship, wondering if this was really a good idea. He would be sharing something very personal with Twilight, and maybe she couldn’t help him. Maybe he should try to manage this himself first. Of course, before he could reconsider, he knocked on the door – or at least a part of him did. Three and a half feet straight out meant some parts of him got there before others.

Panicking, Mac turned himself around at a right angle to the door, sidestepping closer to it. At least this way he could talk to Twilight eye to eye.

The door creaked open. Mac felt his hay covered erection give a powerful, painful throb. He had never noticed before, but Twilight really was quite beautiful. Slim cheeks, deep, purple eyes, her hair cut in bangs framing her head nicely. Her wings behind her making her look powerful and graceful. Her body was petite but lovely, dressed in a long white flowing lab coat. However, all of these things were tough for Mac to really appreciate with the feeling of a thousand tiny needles stabbing his stallionhood.

Twilight stared at Mac, huge, covered in muscles, bare chested, and carrying a hay bale up to her door. Most men brought flowers or books. She had to give him points for originality.

“Oh. Hi Big Mac, it’s kinda late, shouldn’t you be home?”

“Twilight! Ya’ll have got to help me, I don’t know what’s going on with me, but it’s a big problem. And it’s affected Fluttershy and Marble Pie too”

Oh, so its a friendship problem. Twilight thought to herself. Good, it had been boring lately, a good problem to think through would liven things up.

“Okay, okay, just tell me and I’ll help.”

“It ain’t the kinda thing I can discuss on the front porch, y’see. Can I come in?”

“Uh…sure. But do you want to leave that hay bale outside? Spike is gone and I don’t want to get the castle all dirty.”

Mac was stumped, and tried to think of a clever lie that didn’t involve shocking and offending Twilight, especially when she was so willing to help him. Twilight could see the big stallion was fretting, so she immediately backed off. “But if you don’t want to, you can just keep it. Would that be good?”

Mac sighed and smiled at her. “Eeyup”.

“Okay, follow me”.

She turned, the tail of her lab coat and her own tail swishing behind her as she went. Mac made to follow her, turning front on and letting the bale lead the way.

As they reached the central hall, Twilight turned back to him. “So, tell me the problem.”

“Well, it started when- “He lifted both hands to the amulet around his neck for emphasis, forgetting he was using them to keep the illusion of what was supporting the hay bale. Twilight’s eyes went from the bale, to his hands, to the bale, to his face, and finally back to the bale. Mac could almost hear the gears whirring in her head, adding everything together.
“Okay, I see what you meant by a big problem.”

Big Mac laid back on the cool metal slab, surrounded on all sides by blinking machines, whirring dials, constant printing reader, and other devices he couldn’t see any use for. His hands felt snug in the tight metal cuffs Twilight had put him in, chaining him to the table. It was an odd position to be in – one that would have frightened him if he didn’t trust Twilight.

At least she had cut away the hay. Though both were very uncomfortable at him being naked and sporting the mother of all erections in front of her, he was at least glad to be free of the fresh Tartarus the bale had been putting him through.

Presently she was poring through books she had brought down from the library, checking them against results she had taken off the machines, the only sign that she wasn’t asleep somewhere buried in that pile being the occasional “No…” and “Maybe…”.

Finally, with a thud, she pushed the book pile over, standing above it, her finger hovering over a musty tome’s precise passage. “Here we go. It says here that that Amulet was an ancient artefact that was created thousands of years ago by the early settlers of Equestria. Back then, all of the tribes had trouble with intermarriage, and threatened to keep all the groups segregated.

Clover the Clever managed to make this amulet out of platinum and a fire ruby. Anyone who wears it will become utterly irresistible to the opposite-” she lifted her head, her eyes immediately falling to the massive erection, before turning her head aside and blushing.” …sex…”

Mac felt blood rush to his face, though it seemingly did nothing to wilt his proud erection – it felt like he was gaining extra blood to keep his stallionhood up.

“So, why aren’t y’all in love with me now? Right now you seem to want to stay away from me.”
Twilight went even redder than Mac. She steadied herself, and found something on the opposite side of the room absolutely fascinating before replying.

“Mac, if you tried to put that in me, you’d probably kill me. That …. that thing is just obscenely big.”
He grimaced at the words. Twilight knew what she was talking about, but her curt way of speaking did little in the way of sparing the poor stallions feelings that the amulet had made him into a freak. Still, he couldn’t do anything but “eeyup” in agreement.

Then he remembered the reaction that Fluttershy and Marble had had to him – a full on love of his cock. “But other mares who’ve seen ….it” He looked away again “Have dropped to their knees and wanted me all to themselves.”

“Aheh…is that so…” Twilight now found her hooves to be even more fascinating than the wall.
Then she steadied herself. What was she doing? She was a scientist. A student. She shouldn’t be acting like a shy little school-filly just because her friend happened to have an …. exceptionally large set of genitals. He needed her help, there might be a big problem, and she should be helping, not wishing that she were anywhere else.

She strode over to the table, trying to project confidence and level headedness she felt she needed and really didn’t seem to have right now. “Well, if Fluttershy and Marble are both after you, I think the first thing we have to do is be safe.” Her horn briefly glowed, and a purple aura engulfed Mac’s balls. It felt weird, and, not painful, but unpleasant to Mac.

“There. That way you won’t be able to get anypony pregnant no matter what” PREGNANT?!!?
Mac hadn’t even thought of that! What if he -
– no, he hadn’t cum inside either Marble or Fluttershy, good, he was secure on that front. Relieved, he let his head fall against the table with a thud, though it didn’t hurt in any way.

The noise drew Twilight’s eyes upwards, to see what was the matter. However, on the way, her eyes gravitated to something she hadn’t noticed before – the platinum of Mac’s amulet seemed to be almost seared to the skin. The book hadn’t mentioned that.

“Uh, Mac? Did you have an accident with the amulet? It looks like you got burned.”

Mac tried to look down, before realising how foolish he must look. Instead, he tried to think back.

Now that she mentioned it, it did seem like the amulet was kind of stuck in place to his skin, and it had felt like it was burning. With all the other weird stuff going on, he hadn’t even questioned it.

“That shouldn’t have happened. Let me have a look at it...” She reached her hand forward, towards the glowing red ruby. As her fingers brushed the gem, she felt as if a bolt of pure energy shot from the jewel, through her arm, to the very core of her being.

Twilight doubled over, the sensation running through her so weird and different. It was like a rush of feelings, each unfamiliar – like being stretched with no pain, like being stuffed full with no pressure, like every nerve was on fire, but instead of pain, it was…pleasure? Then the sensations moved, concentrated, and she felt it. Her body morphing, starting to grow, to change.

Her lab coat was the first to go, the top buttons of it popping off, powerless to contain the swelling of her. But, as she could feel, only some parts of her grew. Her formerly modest chest was swelling, expanding, growing faster and faster. Her shirt was equally useless, the cloth ripping as her breasts grew and grew. The feeling of the constant pressure of her areolae on the fabric was intense for Twilight – she’d never felt anything like this any other time she’d touched her chest. Thank Celestia for her inverted nipples, or she would have come there and then.

Then, just as her chest slowed, she felt the sensations move to her hips. She felt them swelling bigger and bigger, stretching out the lower buttons of her lab coat until they broke, and flew off like champagne corks. Twilight could actually feel her hips getting wider, bone moving, fat multiplying. And yet, all she could feel was pleasure as her shorts ripped away to scraps trying to contain her ever-expanding ass. Twilight felt her panties bunching, being stretched by her expanding flesh into a g-string, her growing hips and tush driving the fabric into a wedgie, growing tighter and tighter along her tight slit and between her cheeks, until it too ruptured, leaving her as naked as Mac, save her coat.

She fell to her knees, hands coming up to brace her fall, but becoming trapped under her new huge bust. Awkwardly, she came to be on all fours, staring at the floor, panting from what her body had gone through. Her mind was racing, trying to think what could have happened. She had been trying to figure out those burns around the amulet, and – of course, the amulet!

“Twilight! Are you okay?” Mac couldn’t even see her, struggling against the heavy steel manacles restraining him to the table and unable to peer around the slab of cockmeat in front of him to see where she had fallen. He was beginning to panic – here he was, useless to her, and she might have just injured herself? What the hay was he supposed to do? He strained against the cuffs, trying to break them, but they wouldn’t budge.

“I’m okay, Mac.” Her voice was faint, but steady. In fact, more than okay, she felt fantastic. It was as if her entire body felt energised and rejuvenated, like she had just come from a spa treatment, but better, far, far better.

She pushed herself up slowly – the changes made to her body were throwing her sense of balance far off, and she didn’t know how to handle it. “It seems that amulet around your neck must be going haywire, and when I touched it, it changed me as if I was wearing it.” Giving up trying to right her body under her own power, her horn glowed, as she levitated herself to a standing position. There, at least now she was upright.

She quickly surveyed herself with roaming eyes and hands. Everything was so much….bigger. She couldn’t even see her hooves anymore over the huge, jutting plateau of her cleavage. Each of her breasts was just huge now, each easily the size of a beanbag chair. At their peaks, each was capped with her areolae, wide and fat, each the size of a dinner plate, each one closed and tight lipped around her inverted nipples – so that part of her hadn’t changed, she thought.

Awkwardly, she tried to pull her breasts apart to see down. The sensation of just touching her nipples made her shudder with pleasure, but she managed it. Her hips had grown huge, wide and plump, but her waist was still small – if anything, it actually looked a little slimmer than before.

Her hands moving backwards, she cupped her ass – or at least part of it. The twin globes she found, though not nearly as big as her breasts, were plump, jiggly and round – she felt her cheeks’ heart shape as she traced her crack from between her legs up to her tail. There was no doubt, the amulet had turned her from a bland bookworm to an absolute bombshell.

And sensitive too, just examining her body had caused her to whimper and moan with pleasure.

Her hand snaked down to between her legs, feeling her slit, and she gasped as just her fingers brushing along the lips was like a mini orgasm. Her lower lips felt slick and inviting. If she had been alone, she would have buried one hand in her nethers, grabbed her sizable bust and enjoyed exploring the pleasures this new body could give her. Even still, she wondered why she was seemingly okay with her body being completely naked while in the room with someone else.

She straightened up and turned her full attention to Mac. It was like night and day to how she had viewed him before. She had looked at him fleetingly as she had examined him, but now she couldn’t take her eyes off him. Even aside from the log between his legs, he looked very different. His muscles were much bigger – he had always been very muscular, rivalling Bulk Biceps for the most muscular stallion around, but now, he was huge. His muscles looked strong enough to push over a mountain. She could see veins crossing his thick muscles all over his body…. Though most of the veins she could see were throbbing along the side of that fat thick long ----- she steadied herself.

His face was different too. He had always looked nice, but was never the most devilishly handsome stallion. Now, though, he could easily become a leading man in Hollyhoof with his looks, or turn any mare to jelly with a wink and a smile. His hair looked longer, his features were more rugged, his jaw was much more defined, and his big, green eyes, it was like she could just look into them forever….

But then she really smelt it – the overpowering musk that he was giving off. Celestia, how had she not smelt it before, it was so unbelievably powerful, overwhelming everything else in the room, filling her head with its intoxicating perfume. It was earthy, rich, and sweet, hinting of power, domination, and supremacy. She felt her knees buckle as she fell to the floor again, this time onto her fat, cushy ass as she closed her eyes, savouring the smell.

She was lost from all other sensations – that smell was her whole world now. But then she felt it – the growing, burning feeling of desire the scent was causing in her. It was a hunger – no, it was deeper than that. It was need. Pure, womanly need. She felt her nipples harden, her shy sensitive paps stiffening, poking out from between the folds of her areolae, the cool air like a mountain stream on her solid nubs. She felt her clit blush and engorge, swelling as it cried out more and more for stimulation. She felt her lower lips juicing, subconsciously readying themselves for the gargantuan invasion that Twilight’s body was begging for without her even knowing. And she felt her wings rise up and out, as stiff and proud as Mac’s own erection.

Twilight opened her eyes, finding herself face to face with Mac’s huge testicles. They were as crimson as the rest of his skin, and huge – so huge it was a miracle Mac could even walk with them between his legs. Each was the size of a prizewinning pumpkin, swinging between his legs down level with his knees. And from her position, she could hear them faintly sloshing, churning, whipping up oceans of formerly virile but probably delicious, she just knew it, Mac cum.

Her eyes trailed up, up, up, slowly scanning across the seemingly endless length of Mac’s cock. It was thick, almost as thick as his thigh, but its length was unreal. Mentally, she counted off one foot, then another, then another. Then, another, before her brain just gave up. What she was seeing was impossible, but here it was, right before her, casually throwing aside everything that had been written on the male anatomy before.

She studied the veins running this way and that along his length, each pulsing with the rhythm of his heart, the length gently rising and falling in time with his breath. It was almost hypnotic.

She slowly rose to her feet again, and found herself face to face with his cockhead for the first real time, staring at it long and hard instead of averting her eyes. It was…her mind raced with so many words to describe it, each one failing to do it justice. Big, fat, purple, bloated, huge, beautiful, gorgeous, male, all of the words seemed inadequate for this thing she was seeing, until she found it – perfect. Its size, its length, its thickness, its colour, its smell, its hardness, the way it throbbed, Twilight had never before seen anything that filled her with more of a sense of contentment and awe to look at. Nothing of it could change to be better, it was the thing all other cocks should aspire to be. Perfect.

She reached out a hand towards it, feeling the warmth it was giving off with every throb. Like the rays of summer sunlight, or a roaring fire on Hearth’s warming eve, she felt it without even touching, so as her hand slowly moved forward, the intensity grew and grew for her. After what felt like an eternity, her hand finally touched the broad purple flesh. It was as if electricity sparked between them as she felt her cunt clench and her juices squelch between her thighs as she felt the biggest orgasm of her life till then just from touching Mac’s cockhead.

Her knees buckled once more, falling to her knees before Mac, staring up at him, taking in the whole package - those thick, strong legs, that throbbing, wondrous cock, those broad powerful shoulders, that handsome face with a pained, worried expression…..

...wait, worried. Yes, of course, Mac was here because of an accident. She needed to do something about it, that was why she was helping him.

She shook her head. What was the matter with her just then, she thought to herself. There was clearly something very wrong going on. Somehow, the amulet hadn’t just transformed her body the way it had Big Macintosh’s, but now it almost seemed to be affecting her mind. She had to concentrate, she couldn’t let herself succumb to the burning lust she felt. She was a scientist, not a wanton trollop ready to spread her legs for just any muscular, handsome, insanely hung stallion who could pound her until she - she caught herself, closed her eyes and recentered herself - she was a scientist, and she needed to be scientific.

And the best way to be scientific would be to carefully get to know as much as she could about this beautiful, throbbing, powerful, tasty - she steadied herself again - about Mac’s penis as she could. Yes, this was fine, it was just to know as much as she could. Nothing out of the ordinary.

Her horn glowed briefly - below her, a drawer was engulfed in a purple aura as it slid on its hinges by itself, before the aura moved to a length of tape Rarity had lent her, unfurling and snaking out of the gap towards the table.

“First, we need to measure you”

One end of the tape slapped against the root of Mac’s cock, as it slithered along his length, until it stood straight from balls to tip.

Twilight breathed, steadying herself, before she turned to read the length off of the tape.

58 inches. Nearly 5 feet of cock.

Involuntarily, Twilight felt her cunny drench itself as her slick girlcum dribbled down her leg. She had to bite her lip to keep from moaning in pleasure as just reading off his length gave her another orgasm.

She closed her eyes, and took a few deep breaths. Unwittingly, she filled her nose with more and more of Mac’s scent, her lust growing harder and harder.

Her horn glowed, and the tape encircled Mac’s dick at the center. Twilight again opened her eyes, and read.

38 inches, more than 3 feet around. This time, she couldn’t suppress a moan as her knees gave way again, her juices audibly splashing the floor, collapsing into a small pool of her own cum.

Mac tensed again, straining at the restraints. “Twilight! What’s wrong?”

She remembered her surroundings again. She felt her cheeks go red with embarrassment. “Uh, nothing. I just stubbed my shin. Owwww…” she replied very unconvincingly.

Okay, she thought to herself. So I measured him. So….so now what? What does that mean for him, how did it solve his problem? She shook her head. The amulet was clearly going wrong. She needed to find a way to change the magic back. Then she would go back to being normal. And so would Mac, and Fluttershy and Marble…

She blinked, realisation hitting her. Of course, Fluttershy and Marble. They had clearly wanted to do this to Big Macintosh, she couldn’t undo what had happened to all of them. That was the excuse - reason, REASON, she couldn’t try to affect the amulet’s magic right now.

Twilight again stared at Mac's cock, in her mind's eye, seeing Fluttershy and Marble Pie, both with her own new outrageous figure, writhing along the beast of a cock in pleasure, licking and sucking at every part, wrapping their tits around it, probably each taking foot after foot of that amazing monster inside them….

Big Macintosh coughed loudly - Twilight had been sitting on the floor silently for some time, but was now back in the present.

“Um, Big Macintosh,” She spoke softly, slowly getting to her feet. “After you, uh, changed, what did Fluttershy and Marble do to you?”

Mac shifted uncomfortably. Even if they were both naked, a gentlemen didn’t like to kiss and tell - or rather, stuff his cock in between a pair of ultra bosomy babes 69ing and tell. “They, ugh, they pretty much passed out and I came right here.”

“Really” Twilight was quite elated by the news. Well then, she thought to herself, she’d definitely need to test out what Mac’s orgasms were like. Just to make sure it’s safe for him to be with Fluttershy and Marble, of course.

Mac tried to call out to Twilight, but he was cut short with a groan of pleasure when he felt the unmistakable stimulation of a hot, slimey tongue touch the base of his massive cock and drag painfully, slowly, all of the way up his gargantuan shaft and towards his cock head. Her needy hands grasped the sides of his dick and gave it soft, slow strokes as she savors the taste. She raised herself up to eye level with his cock head, while still stroking it. Every touch made another tantalizing mouthful of juice splash down her thighs. The floor beneath her hooves already had a growing puddle. Mac wanted to say something, anything to snap Twilight out of this, but every time her hands moved, his protests crashed in his throat. He groaned again, only louder. Twilight heard him and beams inwardly.

She had been wrong before, this wasn’t obscenely big, no, it was beautifully big, long, thick, hard, throbbing – she ran out of words, as her mind seemed to keep going back to perfect. Close as she was now, she could see every nick and scratch the hay had left on Mac’s log, angry red scratches and welts crisscrossing the length, running parallel and merging with the throbbing veins carrying blood to the organ.

“Oh this poor poor thing” she said, showering it with kisses

Big Mac moaned, feeling her tender, pouty lips lovingly kissing each of the places where he could still feel a dull ache on his dick. Her lips were amazing, falling like a butterfly’s wings, lingering on him as he felt the pain replaced with just pleasure. He wanted to say something, but Twilight’s healing kisses on his aches were too much, and he just let himself lie back and relish the pleasure of a princess nursing his third leg.

Reacting to her adoring strokes and licks, Big Macintosh’s cock gave a throb, actually lifting from her grasp as it lurched. Instinct took over in Twilight, and she grabbed on to his cock, unwilling to let go. Her whole body pressed against this colossal slab of meat only caused it to sway even more.

Her whole body quaked and rattled uncontrollably, causing her gigantic tits and ass to jiggle and ripple from the erratic movement. She quickly wrapped her arms around the massive shaft in front of her to keep herself from falling over. The tightness of her embrace caused Macintosh to let out a heavier groan of pleasure against his will as he felt something well up inside and travel quickly up his mighty shaft and right into the purple mare's face. Twilight barely had time to react as she felt her stallion's obelisk quiver and spasm, and on instinct alone, opened her mouth as wide as possible.

Twilight threw her head forward and wrapped her lips over his prodigious cock's slit. No sooner did she connect, did a viscous, clear glob the size of pony's head rocketed up and out of his shaft, bulging her cheeks out as wide as they could and even beyond. Large thick ropes of his pre cum splattered out of her mouth and down onto her tits. One hand sensually rubbing anywhere on his shaft she could reach, and the other was furiously working in between her legs. Gooey streams of pre leaked out of her nose as she struggled to keep it going in. Mac tried once again to fight his restraints, but again to no effect.

Her lips finally seperating from Mac’s cumslit, Twilight held the salty, thick nectar in her mouth, feeling it on her tastebuds. The taste was like nothing she had ever had before, rich, salty, almost overflowing with life. She desperately wanted to swallow, but she needed to know just how much Mac could cum now...for science, of course. Her horn glowed as a measuring jug flew from among her instruments to hover just between her breasts. Tilting her head forward, she let the heavy stuff fall from her lips, out of her mouth, to pool in the glass. Satisfied she had gotten a fair amount in, she swallowed, feeling it slide down her throat with relish. She lifted the beaker to her eye level, but immediately knew something was wrong.

It read 20 ounces with just what she had managed to get in the beaker, but that wasn’t what puzzled her. What was wrong was that it wasn’t milky white as she had expected, but completely clear. All her efforts had managed to do was coax precum from him.

Her eyes flicked back and forth between the beaker she was holding and the still diamond hard slab she was standing before. Without thinking why, she brought the beaker to her lips, and drank deep and full, closing her eyes as she savored the taste, imagining what the real thing would taste like.

Mac watched as she drank a beaker full of his precum, the sight sending a shiver down his spine as his rod gave a throb of hearty approval. But he finally had control over his throat and managed to regain enough brainpower, overcoming his involuntary approval of Twilight's actions. “Twilight! What’re ya doing?”

Twilight's lips left the beaker. She was puzzled - why, she was kissing this perfect cock and drinking down this heavenly liquid. It was the most natural thing in the world for her to be doing, why should he question it?

But she caught herself. Wait, no, it was to help...help somebody. Right now, all she could think of was that astonishing beast in front of her.

“Oh! Right, yes, well, I needed to check your sensitivity. Well, yes, you felt all that, so, good. Next, we need to see how much you can cum.”

Big Mac was puzzled. Why in tarnation would she need to know that? But he looked at her heaving breasts as she breathed in and out, jiggling, swaying, and he thought how amazing it would feel to have them wrapped around his cock. Well, Twilight knew best, after all…

“Do you want me to go on?” She didn’t know what she would do if he refused her, she needed him - no, to help him, she needed to help him stuff all that meat inside her….

“Eeyup” The sound was like a starting gun to Twilight, she practically threw herself at Mac’s cock, arms outstretched. She gripped at her breasts, wrapping them lovingly around his precum-slicked cock, as she crooked her leg around his length, wrapping around for balance. She felt herself climax just from her clit touching against the rough, hard surface of his dick, now rubbing his cock with her entire slutty new body. Each gyration of her hips thrust up and down along the immense surface of his organ brought more climaxes from her, until she had left a trail along a foot and a half of his length where she had smeared her own sweet cum to join his salty pre.

Her lips went to work, kissing every part of the cock that now filled her entire vision, her world. She rhythmically arched her back up and down, her tits wrapped around his cock. It felt amazing, even better than when she touched herself before. The heat, the rough texture of his cock on the sensitive flesh of her cleavage, it felt heavenly. These new tits were made for pleasuring massive cocks, and they didn’t come more massive than Big Macintosh’s!

Mac leant his head back, grinning, just feeling Twilight desperately squirming over his titanic pork sword, trying to make him cum and eagerly letting the pleasure wash over him. Her moans were like music to his ears.

Yet, he couldn’t let her do everything. If she was amazed by what just rubbing against his cock was like, imagine what sounds he could make her cry out if he took charge. It wouldn’t do for a gentlestallion like himself to just let her do all the pleasuring.

He saw her rump, swaying back and forth beneath her coat, as she writhed around in pleasure around his dick, every part of her jiggling, spankable, and delicious. If he had the conscious mind for it, he would have noticed the ruby of his amulet glowing briefly, and the feeling of warmth go through his arms. But neither occurred to him as he reached towards Twilight’s ass, the manacles he had struggled feebly against before now breaking like eggshells as his giving in to the pleasure made him stronger, more powerful.

He gripped her behind, eliciting a surprised yelp from Twilight who had almost forgotten Mac was there, as if she wasn’t just pleasuring herself on some amazing fertility totem. Each of his hands grasped under the small hemline of the coat and sunk deep into the tender, sensitive, abundant flesh of her booty. He massaged each cheek, feeling its softness with his fingers, her moans raising in pitch as she came and came hard, just from his rough handling of her ass.

But Big Macintosh had only just begun. He easily lifted her up, her legs dangling below helplessly as her hungry mouth and tits never left his cock. He threw the bottom of her lab coat away, revealing the sight of her lavender cheeks and deep purple pussylips to his eyes. He brought her up, up, until her tender, fresh nether lips were level with his own. His strong, flat tongue extended out, licking from her sensitive clit all the way down to her puckered rosebud, slurping up the sweet, delicate juices pouring out of her. Twilight screamed as he did it, and he could see and feel her cuntlips spasm and shake as he busied himself.

Twilight was suspended between Mac’s hungry lips and tongue, and his delicious and huge cock tip. Her torso was suspended in midair, balanced between these two points - which felt right to Twilight as she felt lighter than air, buoyed up by the current of pleasure Mac was giving her.

As if holding on for dear life, she gripped his cockhead with both arms, and turned to look over her shoulders. Seeing her turn her head, Mac stopped and smiled at her. “I couldn’t very well not return the favor, Twilight.”

With that, he dove his tongue into her again. He licked and sucked like a stallion possessed. Her cunt juice was so delicious to him, and every movement of his tongue brought a fresh new outpouring.

He felt his tongue in his mouth seemingly lengthen, as he went from licking at her lips, to pushing his tongue into her sex, his muzzle buried at her clit, the fur of his chin driving her hot little button wild. With long, deliberate strokes, he began to lick her inner walls.

Twilight was going wild, her mind going blank. It was like her body was being constantly assailed by orgasms over and over, one beginning as soon as the last stopped. She could no longer think to lick that amazing cockhead just before her, she couldn’t think of anything. She couldn’t even remember her own name. Her breathing was nothing more than shallow panting as each caress of his tongue knocked the wind from her in a grunt. Still, her constant writhing still had her caressing Mac’s shaft with her amazing tits.

Then, Mac found it - 12 inches in, 290° around - Twilight's G-Spot. As his tongue brushed along it, her whole body spasmed as if she had been struck by lightning. Her stream of cuntjuice turned into a flood as he felt its sweet taste wash over him. Twilight’s arms let go of his cock as her body slid down Big Macintosh’s root, until she slipped and her head fell to just beside his swinging balls. Her legs started bucking and kicking wildly around his head, squeezing his noggin between her copious thighs. Her eyes shut tight as she let loose a string of profanities in praise of Big Macintosh, most of it in languages he couldn’t even understand, but he assumed were all positive.

Her wings started flapping madly and erratically as her horn let loose a jet of magic from the tip, the angle of her head letting it spray upon the pair of them, bathing them in a sparkling layer of clear purple light.

Pleased with himself, Mac pulled his tongue from Twilight’s pussy, and inhaled the aroma of pure arousal she gave off. He spied the purple light that covered her body and his, and on a whim, licked at it.

Hmm, tasty, and energizing. He felt another kick of power go through his body. He was starting to like that feeling….

As Twilight emerged from her post-orgasm stupor, she could hear a gurgling, churning sound. As her sight slowly came back, she realised what she was hearing - Mac’s testicles, churning up a thick load for her.

Above her head, she heard a voice that instinctively made her aroused - deep, slow, and commanding. “Twilight? I’m gettin’ close.”

He gently set her hips down as she rolled gracefully from her landing, then pushed herself up to a standing position. She knew exactly what to do. She stood before him, her mouth wide open; ready to accept the treat she had spent so long pleasuring his cock for, to see all that yummy, thick cock-cream splash out of his monster dong. She shrugged her shoulders, discarding the lab coat she had long outgrown before throwing it to the other side of the lab forcefully, leaving her as bare naked as him. She planted her hooves as Mac began rubbing his shaft furiously. His pendulous foal sized orbs contracted and began to tense. Twilight counted the seconds until the glorious moment she had hoped for, came to pass.

“Cum for me. Cum for me, you monster dicked bastard, cover me in your thick cream, show me how much you can blast out!” she pleaded. Her mouth wide and cavernous. Drool dripping from both the corners of her mouth and tongue that laid wagging out of her head. She grasped hungrily at her oversized mounds, groping and massaging her emerged nipples, while she rubbed her legs together feverishly as another bust of her juice coated her lavender legs. Her stomach growled and demanded payment from Big Mac, causing her to pant heavily.

The sight before him and her talking dirty was all he needed to finish. He gave a deep bellow as a rich, white torrent of fluid, burst forth from his mighty cock, blasting Twilight with the force of a fire hose. The initial impact pushed her off of her hooves and into a chair behind her. In her amazement, her rational mind let go completely, leaving only her lust to react. The overwhelming size of his load did nothing to hamper or dampen her hunger for his seed as she avariciously opened her throat and allowed any cum into her mouth with such astounding force, finding itself on a one way track down her gullet and into her waiting belly.

Wave after wave erupted from his dick, accompanied by his long and satisfied howl of pleasure. He was unable to see Twilight under his tsunami of semen, but couldn't stop, even if he had wanted to. To be honest, he didn't care what answer sufficed. This was about her wanting him to cum for her, and Celestia; she would have her wish.

He must have sprayed her down with at least three gallons of formerly virile cum before he tapered off and finally relaxed, his torrent of cum becoming a trickle, each pulse the size of an ordinary stallion’s lifetime supply. Even after all he had given her, his shaft remained as rock solid and hard as a granite monument to the very concept of fertility and absolute maleness, a concept he was growing to very much embody.

He chuckled to himself for not feeling even the smallest fatigue even after such a feat. Matter of fact, he felt all the stronger and even more awake than before. His muscles rippled with strength and power as he basked in the afterglow of such an impossible feat.

His satisfaction, however, was abruptly dissolved by Twilight coughing and wiping his spunk from her eyes. She moved to stand, but slipped in the pool of sexual fluids beneath her. He hurried to her side, worried he might have hurt her, his hooves nearly slipping on his abundantly sprayed jizz.

“Twilight! Are y’all alright?” He asked, panic in his voice, to the vaguely Twilight shaped sitting blob. Her whole body, and the chair beneath her, had been utterly soaked in an inch thick layer of his cream.

She coughed, clearing a small hole she could breath through, and gasped for air. Beneath the dripping whiteness, her horn glowed purple, her magic enveloping her whole body, until his cum seemed to lift off her as a whole layer, hovering above her head.

She smiled dreamily, before her eyes found Big Macintosh, and lit up. “That...that was….amazing. I’ve never...never seen so much cum in my life.” She looked up at the hovering mass of ejaculate, still in her outline. Tilting her head, the mass moved with her horn, flying erratically to a nearby basin and scale by one of the many blinking machines that lined the room.

“I just have to know how much” She said more to herself than to Mac. As she flew his load, she licked her lips, desperately seeking more of that taste. What he had blasted down her throat had felt like a whole meal, but was a pittance compared to his entire load. And yet, even what little had hit her tongue without going straight down her throat to her stomach had been the tastiest meal she had ever had. Rich, sweet, savory, creamy, it was tastier than anything else she had had in her life.

Her covered load deposited, her horn flickered, the portion of his load covering the floor becoming engulfed in her magic as well. Mac looked on, half unsure what to say and half morbidly curious as to the answer, as she tried to measure just how much Big Macintosh had managed to cum. She dumped it in, as it sloched, before settling right beside a measurement on the lip. 16 gallons.

It was almost impossible for Twilight to comprehend, and yet the truth of it was staring at her in the face. This couldn’t be, it was impossible. No-one could cum that much, that was more cum than any stallion should be able to cum in his life, and it had been just one load for Big Macintosh.

Yet, she remembered feeling it as endless ropes of his hot, thick manly essence washed over her sensitive body, wildly cumming as he coated her in his spunk, she realised how plainly true it was. She turned from the reading to him. He was still rock hard - perhaps even stiffer than before.

Inside, her reason had been completely swallowed by lust. There was no more resistance, no more excuses. She needed to have that magnificent beast inside her, stretching her like nothing had ever done before.

On some level she knew that now, after the amulet had changed her, she could take all of his wondrous length, and she thanked her lucky stars as right now she didn’t know if she could stand to go without it. She wouldn’t. She couldn’t, not after being this close. She wouldn’t want to live without it.

Mac was floored. He had no idea he that far changed. It was thousands of times what it should be. But that feeling of cumming before, that intensity, that length, it seemed like the numbers couldn’t be wrong. He felt a small glow of pride at the sheer superequine feats and abilities he seemed to have lately. Maybe this amulet wasn’t such a problem after all...

His attention was snapped back by Twilight staring at him, an unmistakable look in her eye. It was the exact same look Fluttershy and Marble Pie had given him. Pure, animalistic, unbridled, lust.

He felt the same way looking at her. His cock, not softened in the least, gave a throb of want for her body. There was no more need for excuses or rationalising, they both knew precisely what they needed more than anything.

“Mount me”

Both Mac and Twilight were surprised by the words that came out of his mouth. So forceful, so commanding, not at all gentle. It wasn’t a request, it was a command. One Twilight was all too eager to fulfill for him.

Spreading her wings, she flapped, elevating herself above the floor, above him, until her sweet tender marehood was level with his massive beast. She felt just the tip brush by her clit and the orgasm it brought almost sent her crashing to the floor in fits.

Spreading her legs wide and saying a small prayer to Celestia about what she was about to experience, she stopped the movement of her wings, and gravity forced her down.

All she could do was to desperately keep her balance as her mind went blank. It was more than anything she could ever prepared for in her entire life. It felt like every orgasm she had ever had; every orgasm she ever would have, all rolled into one, multiplied by ten and then continuing forever. Her whole body flailed and squirmed as she screamed and cursed. She grasped at the air around her and cried for the pure orgasmic heaven she was in.

Mac was barely doing better. Her insides were so sinfully soft and yielding to his over sized phallus. He was worried at first as to whether or not he could even feasibly perform in actual sex. Turns out he was right. Her drooling lips stretched to accommodate his monstrous girth, and her insides were remarkably elastic beyond words. More and more of just the head of his mighty cock was gobbled up by her hungry lips, yet it seemed to snag, gravity alone unable to get her over his crown. As her snatch finally reached his eye level, he leaned forward slightly, careful not to throw her off balance, and kissed her throbbing clit as her lips struggled to take more of his invader. Her cries reached a sharp shriek as her cunt finally accepted all of his crown.

With his thick, long head inside of her, locking her in place, she no longer had to worry about falling over, so Twilight gave in fully to the intense pleasure Mac's cock was giving her. She felt him brush past her G-spot, and then completely assault it. His pussy-pummeler filled her so completely, that there was no way that his rough length could fail to scrape against her sensitive spot. She felt him roughly filling every fold, every nook and cranny, every part of her, and many parts she only had through the amulet. There was no pain, no hint of it, just pure, body wracking, mind numbing pleasure, a pleasure she never could have imagined before today.

Mac grinned as he watched more and more of his length slowly disappear into her, taking her entire weight with just his cock. One foot, one and a half feet, two feet managed to penetrate her wet, hungry depths before the pressure from gravity was equalled by the barrier at her womb's entrance. He knew he could go further if he just. . .

He grabbed her by the thighs, and dragged her, slowly, down. Twilight screamed once again as her pussy squeezed him with impossible strength, enough for even his mighty cock to feel the strain of her grip. His strategy bore fruit though. He felt his cock head slip past the door and into her womb, which formed a perfect seal over his cock's head. Mac looked up to see the look of crazed ecstasy on her face before she thrashed her torso again, her giant breasts coming alive with motion, obscuring her from his view. She twisted and ground her hips against his third leg. Slightly under half of him had made it in. Far more than he had expected, but this was no time to rest on his laurels. He gripped her waist, pulling her up, almost one full foot before slamming back into her dripping sex. She screamed again. He pulled out again and crashed back into her once again, eliciting another howl from his beautiful slut. He went fairly softly for about five minutes before he began to pick up the pace.

Twilight all the while screamed until her voice was raw. Every time an inch left or entered, she felt her already continuous orgasm spike upward from mind splitting to otherworldly with each glorious inch he gave her. She focused just enough to hold her massive tits still long enough to see the look of concentration on her stallion's face.

“Don't hold back” she whimpered. “Gimme all you've got.” He simply nodded before pulling halfway out and hammering into her with over double the force he was previously using, and again her world went white. Mac was truly pounding away into her now, and listening to her screams of delight and orgasmic bliss. He was so rough and powerful. His arms flexed as he reached out and grabbed two handfuls of her exceptional amounts of breast tissue. She continued to scream as her pussy gripped and massaged his almost godly cock in ways he couldn't even comprehend. Her pussy squelched, and splattered juices all over his torso every time he slid a small ways out before hammering what was still inside, back up into her deepest depths.

His hips were a blur, thrusting her up, feeling her slide up his length as his hips fell back, only for gravity and his upthrusts to drive him just as deep. He was grunting madly, like a wild, primal beast, snorting and snarling at the intense pleasure he was feeling.

As he thrust more wildly, her tits were flying everywhere. As she slid further and further down, they finally came to the point where they were hitting his head with every bounce. He chuckled at the absurdity of thinking that such a thing was a problem. Still, such an irritation couldn’t be allowed to interrupt a moment as amazing as this. He grabbed her hips roughly, and twisted her entire body around his dick, leaving her facing away. The feeling of every part of Mac's cock scraping against her pussy walls was almost madness-inducing for Twilight, as she howled out at the feeling.

“Wait! Wait!” She managed to blurt out in between moans. Mac was startled to hear her say that. A flash of conscience and worry came to him - had he been too rough? Had he hurt her? But he watched as, with an almost unnatural flexibility, she brought her legs up until she could grab ahold of her knees while Mac watched these new events unfold. Twilight pulled her absurdly flexible legs straight and laid them underneath her arms, superimposing her large fuckable tits even more than normal,

She turned to look him in the eye, and managed to weakly pant “Keep doing it”.

He stared at her in confusion, before understanding hit him, and he flashed her a perverse grin. He had never been one to say no when a lady asked him. He gripped her again by the hips, and roughly turned her another rotation on his cock, buried in her as far as he could go. He felt every part of her pussy seem to tingle and stroke at his amazing member, as she felt every vein seem to touch against every square inch of her pussy.

He continued to fuck her like this for hours, almost using her as some form of perverse farming equipment, steadily drawing yet more splashes of pussyjuice as he worked her around his cock.

After so many hours of relentless pounding he could feel his titanic testicles swelling up more and more. He was approaching his own orgasm. He slowed his movements down to a halt and could hear Twilight whimper in sadness, begging to continue his work. While it was tempting, he had another idea. He wrapped his broad muscled arms around her and pulled her off his rod. He watched, rather intrigued as a large wash of pre cum and her pussy juice ran down his cock and dripped down his balls before splashing to the floor heavily. Astoundingly, her well worked pussy contracted back down to its original tight, slippery, slit. He snorted in approval before he gently placed her on the ground in front of him. Her knees were like jelly after his hour long assault on her, and she fell to her knees before him.

“A'hm gettin' close Twi'” She moaned at the perverse thought of more of his cum. The taste alone made both pairs of her lips water. “And I wanna finish off th’ ol’ fashioned way”

She knew instantly just what he meant. She turned and dropped, presenting herself to him. Tail flagging and pussy dripping. “please, Mac. Fuck me like the horny, slutty, bitch I am! Fill my womb with your spunk!! Take me on all fours like I was always meant to be!!” She begged with her tongue hanging out of her mouth, and her hips moving in circles in front of him. He wiped a small drop of drool from his lower lip as he approached her and lined himself up. Just hearing her slutty proclamation to be claimed like a mindless animal filled his mind with a primal testosterone.

He dropped to his knees, lined himself up, and wasting no time, thrust into her as far as he could go. Twilight wailed like a banshee at the return of Mac’s amazing dick, burying itself into her as far as it could go. Her large pendulous tits swayed and sloshed forward and backward as her large, puffy nipples brushed the floor with every swaying motion. She gritted her teeth as her tits started leaving wet streaks in the crystal floor beneath them.

His hips more akin to a crimson blur as he hammered into Twilight's pussy with impossible levels of force and speed. “OH FUCK!” he growled from behind her. “YOU FEEL FUCKIN' AMAZING!” His praise was like music to her ears, and just hearing such an alpha male call her amazing triggered another orgasm, added to the current dozen that his pounding was causing her.

This new pulsing tightness was all it took to push Mac over the edge, as he grasped his mighty hands around her waist and let loose with all the force he had.

Twilight could feel it - his entire cock seemed to get bigger inside her, before she felt the load travelling up his length before finally reaching the tip, and exploding like a firecracker inside her. “OOOHHHHHH FFFFUUUUUCCCCKKKKK!!!!” she screamed as it felt like his load triggered a hundred simultaneous orgasms inside her. Her horn erupted in pleasure, spraying the room with a huge burst of her concentrated magic as he sprayed down her womb with his cum. Her abdomen swelled and sloshed with his rich, divine mixture. He pumped more and more into her, filling every fold, every crevice, every spare mote of space that wasn’t packed full of his rod. It took only 3 shots for her overpacked womb and vagina to fill to all she could take, as a mix of his cum and her juices was backed up and forced out in a spray from her cunt.

“THAT’S IT, YOU FUCKING STALLION STUD! COVER ME IN YOUR CUM! I NEED IT!” She screamed, delirious with lust. He obliged, withdrawing his still spurting monster, her magically enhanced cunt snapping back to its virginal tightness as he pulled, and shooting his next spurt onto her back. She shrieked with pleasure feeling the hot cum cover her back. His cannon continued to pump as she continued to scream and wail.

As his orgasm wound down, so did her hoarse screams and cries. As one final fat drop of his extra big load landed on her tail, her arms completely gave out, and she was resting her head on her tits. Her last words as she collapsed unconscious was “I love your cock. . . Big. . . Mac.”

Mac picked up her sleeping form in his arms, cradling her like a newborn foal. Slowly, his hoofs silent on the polished floor, he carried her up out of the lab and into the main hall of the Crystal Palace.

As he walked, her last words before she fell asleep kept playing in his head. “I love your cock, Big Mac”. So she loves mah dick too. Guess she had ended up just like Fluttershy and Marble Pie - in love with mah cock, and feeling nothing for the rest of me.

He felt a heavy weight in his chest, like his heart was being covered in ice. He tried to silence her voice in his head, but it kept coming.

He pushed upon one of the hallway doors, to find her bedroom. Or at least a bedroom. There were so many doors he couldn’t tell what was behind all of them. But it had a comfy looking bed, at least.

She was still pretty firmly covered in his seed, so he used a towel to try to clean her gently without waking her. She murmured happily as he dabbed her with the soft cloth - he distinctly heard the words “harder” and “throbbing”.

He managed to get most of it off. She would still need to change the sheets, but at least she wouldn’t be glued to the bed. They had also dripped a trail of his cum as he had carried her through the palace. He would need to clean that up for her before he left.

He laid her gently on the bed, and tucked her prone form into the fine sheets. He looked at her sleeping, smiling softly. He watched the covers rise and fall with her breaths.

She really was quite beautiful.. His mind wandered. He imagined the two of them being together - on a date at sugarcube corner, him making her laugh. She musta looked cute when she laughed. Him moving in with her in the palace. Getting married. Having kids. Growing old together. Smiling up at her face as he laid on his deathbed, not regretting a moment spent with her.

Her face changed in his visions to Marble Pie and Fluttershy. It didn’t have to be Twilight, just any mare who would have him.

He shook his head. It could never happen. They don’t love me. They don’t have to love me, they ain’t obligated to. It ain’t like it’s their fault they don’t. Maybe there just ain’t much about me to love. Maybe ah don’t have the right to expect a mare to be stuck havin’ to love me just because ah’m lonely.

He felt the pain in his chest grow colder. Twilight didn’t love him. But maybe she wouldn’t mind if he just got into bed with her, held her warm body close to his, listened to her breathing, and maybe, for a few hours, he just pretended she loved him.

The still silence of the scene was interrupted by a loud gurgling from his stomach. He realised he hadn’t eaten anything all day, and had just managed two marathon fuck sessions in a row. Magical amulet or not, he was still famished.

He needed something sugary and soft. After trying and failing to find some cleaning supplies, he used the towel he had cleaned Twilight with to mop up the puddles he had left carrying her upstairs. By the end, it was utterly soaked with his cum, so he left it in the laundry, and after casting one last look at Twilight, headed out the palace door, pulling it shut with a click.

Author's Note

Apologies for how long it took to get this done.

Go to my page at Furaffinity or search on Derpibooru for the accompanying picture by Marauder6272

Big thank you to Koekelbag for helping with editing, and RisingMoon assistance with a lot of the steamier sex.