Magic Mac

by Lupus199

Rating: mature
Tags: Big Macintosh, Pinkie Pie, Sex, Twilight Sparkle, Anthro, My Little Pony: Friendship is Magic, Marble Pie, Sad, Romance, Fluttershy
Length: 28987

A strange artifact finds itself on Big Macintosh, and he plans to use it for all it's worth.

A disheartended Big Macintosh is looking for love. But when Fluttershy gives him a life changing amulet, will it be what he needs to find it?

Warning: Contains penis growth, breast growth, ass growth, muscle growth, huge ejaculation loads, pseudo-pregnancy, cum inflation, and heavy cock worship.

Sad tag is for a theme we play on at the end of chapter 2, that will be a recurring element

Published 2015-11-26 23:20:01 UTC
Last updated 2017-03-29 21:46:25 UTC

Chapter 1 : Shy to Sexy

"How does it feel slut?" The masculine voice of Big Macintosh spoke into Fluttershy's trembling ear. The wet sounds of bodies slapping together echoed throughout the room. Taking his large, muscular red hand, Big Mac brought it hard on Fluttershy's rear, sending her ass-flesh into a faint ripple and a surge of pain and pleasure coursed through the panting and sweating mare as Mac's raging crimson cock split Fluttershy's soaking cunt open. "Take the whole thing bitch!"

"Ahh! Ohh!! Mhmm!!!" Fluttershy moaned loudly, her eyes almost rolled back and her tongue was sticking out. The feeling of Mac's manly cock was magnificent. She never felt anything like it. It was beyond perfect. It was thick, and rough. Every vein covered grove was only there to make Fluttershy's sloppy cunt happier and happier.

Hard and harder, Mac forced Fluttershy to ride his magnificent cock-beast. Every lift of her body gave her a gaping, empty feeling, then just as quickly, the slamming down, filling her up deep and wide gave her the full whore feeling. She could only moan for more with each motion.

"Does it feel good...AHHHH...Big Mac?" Fluttershy moaned, her hips grinding and riding her meat toy. "D-does my wet c-c-cunt feel good?"

"Better than anything Fluttershy!" Big Mac groaned, smacking his firm hands hard on Fluttershy's ass, leaving red hand prints on her plot. "Just keep riding me like the good slut you are."

"B-but you're so big. I can't even think." Fluttershy pleaded.

Seeing that his slut couldn't ride much longer, Mac changed the position. In a swift motion, Big Mac was now on top and Fluttershy was on her back. She didn't argue, protest, or even care; the Pegasus slut could only lay back and take in the full girth of her dominating stallion. Using his large hands, Big Mac grabbed at Fluttershy's boobs. His big hands seemeed to cover them entirely - they were much smaller than the average Pegasus, which had often brought a lot of negative and rather insecure thoughts to Fluttershy.

"I-I'm sorry they're so small." Fluttershy sniffled, only to have Big Mac wipe the tear from her eye. She then felt the compassionate mouth and forceful tongue that Big Mac possessed smack against Fluttershy's delicate mouth.

"It doesn't matter to me." Mac smiled, his thrusts became softer and more rhythmical. "I love the feeling of your inner walls coiling around my cock, and how you massage my stallion deep inside. I love you Fluttershy.”

Fluttershy’s face ignited red with embarrassment. Reaching her arms out and around Mac’s firm shoulders, Fluttershy attempted to pull the strong stallion closer to her. Getting the message, Mac leaned downwards, pressing his sweat covered chest against Fluttershy’s. Their mouths pressed again against each other as Fluttershy's moans came to Big Macintosh's ears.

“I…I…I Love you t-too Big Mac!” Fluttershy whimpered a moan. “Just please don’t stop fucking me.” But then, Big Mac stopped moving, his cock still filled Fluttershy’s dirty, wet hole. But it wasn’t moving. “Big Mac?” Fluttershy the felt Mac’s cock disappear, her cunt left gaping. In the next instance, a loud, blaring noise shattered the world around her. Fluttershy’s eyes flew open and saw she was in her bed; leaning to the side, she saw her alarm clock ringing her five am alarm.

“Another dream.” Fluttershy said, bringing her hand to her forehead. Her mind raced about what she dreamt about. She felt hot and tired. And after a few moments, she realized that the moist feeling on her fingers was not sweat. It was her own pussy juices. “Oh no oh no oh no!” Fluttershy threw her blanket off, exposing not only her naked body, but also the rather well sized puddle of her own cum soaking into the sheets and drenching her lower half and the lower portions of her back. “Oh no, not again.”

Dragging herself out of bed, Fluttershy sighed a slight remorse at her dream being interrupted by her alarm. And as much as she wanted to keep dreaming, Fluttershy had other plans. Though she would have to clean her sheets and shower first. Standing up, Fluttershy looked herself over in her large vanity mirror. Her body was slender and elegant, not a flaw amongst her yellow coat. Her mane was flowing gently across her face. Even with a light case of bed head, her pink, silk-like wane was still the envy of countless mares in Ponyville. Moving her mane away from her soft cyan eyes, Fluttershy moved her hands towards her chest.

“Maybe he would like them as they are?” Fluttershy hoped, giving them a gentle squeeze. But the instant that happened, Fluttershy shivered from the pleasurable feeling. Though small, her breast were sensitive to squeezes. Moving her hands more over her body, Fluttershy gently rubbed her waist, feeling her small and almost toned stomach. Taking care of animals both large and small has given Fluttershy a refined appearance. Though not a supermare in terms of strength, she was stronger than she let on; at the very least, capable to flip a bear over her shoulders. Not that she did that a lot.

“I have good hips, right?” Fluttershy asked aloud as she looked at the large vanity mirror; the one Rarity sorta forced on her, but with it she could look her cute, yet sexy body over. “I mean, I’m not that small. I have a good figure. Even Rarity says I could fit in some of her tighter dresses. So maybe he just hasn’t noticed me.” Her ears went down in sorrow at that thought. “He probably doesn’t even know I’m there….Even when I’m with Applejack, he doesn’t notice me.”

Sitting down on her bed, the soft mattress indenting from her slight weight, Fluttershy covered her face with her hands; her silky hair lighting falling on the backs of her hands. A small trickle of tears flowed from her eyes. “What do I have to do to get you to notice me Big Mac?!” A small sound, almost like a cross between a groan and hiccup uttered from her lips as she cried a little more; sniffling between breaths. Gently sliding her thighs together, Fluttershy noticed that despite her tears, she was still wet from her wet dream. Leaning forward, her small breast heave a little with her heavy breaths, Fluttershy’s hands reached under her bed. Pulling out a rather long box, Fluttershy rubbed the box gently before opening it up, revealing a large, black dildo with large red balls. “At least I have you.” Fluttershy said, bringing the vein covered, thick, smooth dildo to her face; rubbing it gently against her face.

Leaning in, close to the large, toy phallus, Fluttershy had to close one eye with how much of her face the fake cock covered. Rubbing it softly against her face, Fluttershy’s left hand gently touched the top of the shaft. Licking her fingers before rubbing against the head; getting it a little wet. To Fluttershy, this dildo wasn’t getting wet from her fingers, but from the imaginary precum dripping from the tip.

“It’s just so…s-so b-big.” Fluttershy groaned a little, her left hand now moving up and down the top of the black shaft, her right hand was fondling the large, round, red balls, and the bottom of the head and shaft moved a little up and down Fluttershy’s face. The stroking against her face and muzzle was quite arousing. Fluttershy’s lower regions were becoming wetter and more tingling.

“So…so thick.” Fluttershy said, moving her face away, only to stare down the long, black cock. A small gulp went down her throat as she looked it over again and again. After the rubbery head was slicker from Fluttershy’s saliva, she started to push her head down more; taking the cock deeper in her mouth. After several bobs of her head, Fluttershy was able to take it almost to the hilt. But the head was tickling her uvula, gagging her too much. It wouldn’t go deeper.

With the dildo finally slick enough with her Saliva, Fluttershy pulled it closer to her nethers. With how wet she was, she should be able to take it all this time. Her hands shaking with her excitement and arousal, she lined the imposing black monolith up with her hungry marehood. Carefully, Fluttershy wedged the huge cock into her tight, wet, and hungry pussy. “Ohh, Ahh, mmm!” Fluttershy moaned, feeling every inch of the rubbery phallus stretch her pussy, filling her to a near breaking point. “It’s just too big!”

Leaning back, Fluttershy pressed one hand onto the bed, as she slowly pushed more and more of the imposing invader into her. First, she slowly took the full length; her stomach felt tight, yet full. Her womb entrance was already to open up for her toy. Then she grunted under the effort as they slowly pulled it out; the erotic, wet squishing sound of her gaping pussy filled the room, only getting Fluttershy wetter. As more of the toy was pulled from her nethers, Fluttershy could feel her pussy almost being pulled inside out from the shear mass of the rubbery meat pole. Then, just as she reached the lower section of the head, Fluttershy pulled with all her might, rutting the fat cock through her, and breaching her womb.

Words couldn’t even be formed from what came out of Fluttershy’s mouth, only a gurgle, mixed with a whimpering moan. But despite this cock all but fully impaling her stomach, Fluttershy arched her back, putting her weight on the bed,her wings making small indents in the bed. Her pussy shivering and twitching at the feeling of the rubber dickflesh destroying her insides. The cock was just magnificent; it stretched Fluttershy wide open and reached her deepest parts with each thrust. If this cock was the real thing, Fluttershy wouldn’t have been able to last as long as she had.

While she continued her riding, as well as her recent dream, Fluttershy’s aroused and horny mind wandered into her fantasies. Feeling the dildo deep inside her, she couldn’t help but fantasize about the toy being Big Mac, though she was certain he was bigger. But for now, Fluttershy couldn’t stop; even lifting her hands to start to tease and pinch her breasts and nipples. “Ahh, yes, so good!”

“So close!” Fluttershy moaned loader, grinding her hips faster, taking the cock as deep as it could go with each thrust. She knew it wasn’t him, she knew it was only a toy deep inside her. But for a minute, just one minute, Fluttershy felt the words she wanted to confess were coming out. She couldn’t hold back. “I want you to cum in my slutty pussy! I want to burst from all your thick, sticky, and hot spunk inside me, all over me, I want all your cum every day! But please, let me cum. I want to cum hard as I feel your thick, sexy cock so deep inside me! Please, let me…let me...CUM!!!”

Falling limp onto her bed, Fluttershy’s pussy squirted her love juices; the force causing the dildo to plop out of her wet, sloppy cunt with a loud, audible popping sound. The sudden empty feeling of the cock leaving her body, caused her gaping pussy to squirt another small burst of mare cum. laying in her personal afterglow, Fluttershy rolled over onto her back, and her sweat covered breasts huffing up and down with each heavy breath. She would definitely need to clean the sheets today, but at least Fluttershy hasn't showered yet. If she did, she would definitely need one again.

"I...can do this!" Fluttershy announced aloud, the orgasm giving her a burst of confidence. "I-I just have to talk to him, yeah! Talk to him and tell him how I feel."

Getting up from bed with what strength the orgasm let her keep, Fluttershy all but hopped into the shower, the sudden chill of the initial cold water removed any sleepies she had left, then the soothing warmth of the hotter water washed away her sweat and pussy juices; her fur nearly glistening from the wash. Grabbing a hand full of liquid soap, and then the proper shampoo and conditioner, Fluttershy was pulling out all the stops. She wanted Big Mac to love every bit of her; from the softness of her fur to the smoothness of her mane. Getting out of the shower, wiping the waters dry from her body.

When she reentered her room, Fluttershy first went to her dresser. Pulling open the top drawer, revealing a long amount of simple underwear, Fluttershy reached her hand under the small pile and pulled out something special. It was a black lace pair of panties; something she bought on a whim and being kind of forced upon by Rarity, but today Fluttershy would wear it to try and seduce her prize. With the string-like underwear on, the slight tightness tugged at her plot and held it in a firm grip. Opening her closet, Fluttershy searched through her large amount of attires and sweaters. Because she had no real experience with the opposite sex, and the added bits of her shy demeanor, Fluttershy never had any outfit that showed off her body. But just like the black lace panties, Fluttershy had one outfit that stood out. Something she normally wouldn't wear, but a rare sense of determination was coursing through her.

Pulling out her chosen outfit, Fluttershy blushed a little at her choice. Before wearing it, she knew it was a red, loose, shirt and blue knee high denim shorts, all meant to show off her features. The matching bra, which Rarity had previously recommended to her when the outfit was purchased, also was designed to give Fluttershy close to an extra cup size of volume and comfort. After putting on her planned attire, Fluttershy looked in the mirror; doing a final check of herself, Fluttershy ran her hands over herself; feeling every curve. Her mane hung down over her shoulders, her exposed neck gave a small sense of invitation. Her breasts stuck out a little more than they normally did; a quick squeeze reassured Fluttershy that the bra was only giving the impression of size, it wasn't like Fluttershy grew a cup size.

The shirt was not tight, despite its appearance, it more or less gave Fluttershy's body a comforting hug. The knee high shorts were the tighter parts of the clothing. The pockets were more for show than practicality, barely able to fit three fingers in them, let alone anything else. And because the shirt was a few inches higher than Fluttershy's usual shirts, it couldn't cover her rear, which the shorts made sure to show off. Nodding at herself with a nervous smile, Fluttershy was sure today would succeed and Big Mac would notice her.

The walk to Sweet Apple Acres felt short as Fluttershy constantly fought every urge to run away and hide under the covers. Once she reached the vast orchards, Fluttershy spread her wings and flew to the closest tree that she could use as a vantage point. Eyes fixed on the farmland, Fluttershy searched for the red stallion of her dreams. Her search was a short one, the sound of a good apple bucking drew her attention. The source of the noise was both that of her friend Applejack and her brother Big Mac. Applejack's body was a well-toned machine of power. The muscles of her legs were visible whenever they delivered a kick to the tree. Her denim short shorts had no practical purpose, but they allowed the perfect amount of freedom for her kicks.

Her white, sleeveless shirt was covered in sweat, almost transparent; Applejack didn't normally wear bras when she worked, so to keep her small Bs down, she bound them down with a sash. It couldn't be cotton, it would soak in too much sweat otherwise. Fluttershy always admired Applejack, how she could show off so much skin and not care. Her attire was for freedom of movement, not for sexuality. But Fluttershy's eyes then moved to Big Mac. He was shirtless, as always when he worked, his muscular red chest was the envy of any stallion, and the lust object of any mare. Wiping the sweat from his brow, Fluttershy blushed at the sight of his chest puffing in and out with his heavy breaths. Passively moving her eyes downwards, Fluttershy's face went full crimson at the sight below the waist. Even from the distance, Fluttershy could almost clearly see Big Mac's bulge. It poked through the heavy looking denim pants. With how it was cradled in his pants, it was like a hidden treasure for any mare to seek.

The sight of the sweaty, hardworking Big Mac in action was getting more than just a red complexion out of Fluttershy. Her mind went back to her dream, the feeling of Big Mac's cock pressing against her wet pussy. Even in thought, the feeling felt real, getting Fluttershy more and more aroused. But amidst the thoughts of sex, a lingering fear crept up on the mare. Rejection. What if Big Mac turned her down? What if he wasn't into her? Maybe he doesn't like Fluttershy like that? Or even mares in general? These thoughts and questions only fed Fluttershy's fear and insecurities.

"Who am I kidding?" Fluttershy said, her confidence leaving her. "He'd never notice me."

Spreading her wings, Fluttershy flew off as fast as her wings could carry her. Droplets of tears falling from her eyes, and the faint sounds of her crying could be heard on the wind. Blinded by her sorrows, Fluttershy didn't realize where she was until after she landed. The Everfree Forest; the previous place of her fears, but now it would serve as a sanctuary to lament in. After sitting on a rock, her face covered by her hands, and the faint sound of sniffling and tears came from her. After several minutes, Fluttershy realized how familiar she was in this part of the Everfree. She wasn't too far from Zecora's hut. Zecora?! Maybe she could help Fluttershy. A new sense of determination, one a little stronger than the previous, grew inside her.

"You can do this, Fluttershy, you can do this." Those were the words Fluttershy were repeating to herself as she made her way through the tranquility of the Everfree Forest. She was on her way to Ponyville's only shamare Zecora in hopes of solving her problem. Normally, she would have went to Twilight, but this problem was something more personal, something she felt only Zecora could help with. All she needed to do now was to not lose her nerves to ask Zecora for help.

"Okay, Fluttershy, you're at her doorstep. Get in, greet Zecora, ask her for help, and get out. Simple as that." Fluttershy sighed, finally reaching the zebra’s hut.

KNOCK KNOCK KNOCK

Almost immediately, the door opened, as Fluttershy began to say what she had rehearsed before she came to the hut.

"Hello, Zecora, I was hoooo..." Fluttershy trailed off, as her eyes widened.

"Is that Fluttershy at my door I see?" Zecora greeted with a warm smile, "What brings you here, my little pony?"

Fluttershy tried to recover from her shock, but not even her self-motivation phrases could prepare her for what she saw. It wasn't the fact that she was talking to a shamare to help her with talking to boys...it was the fact that the said shamare was wearing NOTHING!

Public decency wasn't always one of Zecora's strong suits. Every time she came into town to pick up supplies and talk with her friends, eyes of every stallion were upon her, as all she would wear is a small brown loincloth that would hug her gorgeous hips while barely concealing her private treasures, while her other treasures, two massive striped mounds of F-cup tits were out in the open, wobbling and slapping against each other, her jet black nipples pointing anywhere and everywhere.

Needless to say, by the time she leaves for her hut, every straight stallion would be stroking to the imagery she had left on all their minds. Now, with that said, Fluttershy was not put off by that. Sure, she found it a bit unnerving at first how the zebra could walk around with her mounds jiggling around out in the open without feeling a bit of shame, but she got over it easily. After all, she wasn’t completely naked. But since she was home, Zecora wasn’t wearing that small loincloth. She was completely naked, with her pussy's sweet black lips completely exposed for all to see. That was more than enough to leave Fluttershy, a girl who has trouble even showing a little skin on the hottest days, a mumbling mess.

"I...um...eh...I..." Fluttershy stuttered, trying her best to keep her eyes off the exposed zebra's voluptuous body, as the shamare’s big mounds swayed with each breath the mare took.

“Your tongue today seems much tied?” Zecora asked, taking note of Fluttershy’s now blushed face, “Could this be why you came outside?”

Fluttershy had to say something, or all her efforts today would all be for naught. “Uh…Zecora…I…um…did I…” Fluttershy struggled to speak, and even more to look at her, stealing glimpses at the zebra’s well-toned stomach, “Did I come…at a bad time?”

“Why no.” Zecora smiled, resting against the door, her tits slightly bumping the door, Fluttershy’s eyes following the swaying nipples inadvertently, “I have time enough for all my friends. Now, tell me your needed ends?”

“Uh…um, because you’re…you’re…” Fluttershy was trying to not say the word, but it only made her more self-conscious. With a meek whisper, she uttered, “…naked.” Suddenly, she followed up in a single breath, “If now isn’t a good time, I will gladly leave! So sorry to bother you-“

“Easy there, young mare.” Zecora simply smiled, “You pony folk like modesty. I myself prefer to feel free.”

“…You do?” Fluttershy’s ears perked with the possibilities.

“Yes.” Zecora said with a nod, as she stood up straight, her striped mounds swaying around once more, “The cool fresh air upon my skin, surely that can’t be a sin. While in town, I will cover my hips, once back, I can’t wait to bare my lips.”

“…I see.” Fluttershy frowned, half concerned about what was her idea of ‘modesty’, and half focused on how well muscled her thighs were. Trying to avoid staring at those moist lower lips.

“But, you didn’t come to ask my dress, you must be in a serious mess.” Zecora declared.

“Well…” Fluttershy began. Thinking she was in fact interrupting something, Fluttershy contemplated just leaving right there and then, but she really wanted to talk to Big Mac, and it would be rather silly of her to simply walk away because the one who could have helped her had her boobs and pussy on display. Besides, for all she knew, this could simply be practice for…No. She ccouldn't think of that. That would only make things worse. “Are you sure you’re not busy?”

“Please come and share.” Zecora said, gently pulling at Fluttershy’s hand and closing the door behind her. “We are both friends, you know I care.”

“Well…” Fluttershy repeated herself, poking her fingers together, “If you’re not so busy…maybe you could help me…with something. Again, if you are willing…it’s just I didn’t know who to turn to for this. I couldn’t possibly ask Twilight…but I really need some assistance, if you want-”

“It would not of me, be polite, to judge you, when you come in a fright.” Zecora chuckled, her globes jumping up and down a bit, “Tell me of your wants and needs, I’ll do my best with roots and seeds.”

“Are you sure?” Fluttershy muttered, “The thing is…the reason I came here is…because I need help…” She glanced down at her and Zecora’s hooves, “…Talking to a stallion.”

Whether it was the fact that Zecora was naked or what, but she could not help but take in the view of Zecora’s sizable jiggly butt, clapping every few steps the zebra would take. This view was not nothing new. Not only was the loincloth that Zecora usually wore doing little to cover the front of her groin, but it left her entire rear on display. Even then, it was rather breathtaking, even to a mare who was into guys. Zecora’s buttcheeks were a marvel, hitting curves in the right place, and being plump to a point where it wasn’t too fat but it had enough meat to be something you want to sink your fingers into. Her tail did nothing to take away from the experience, doubling as a curtain that prevented the rest of the world from seeing the back of her nether lips and her pucker. As Fluttershy watched the zebra’s striped bubble butt, the tail was swinging back and forth, seemingly teasing her with the prospect of seeing what lied underneath. Suddenly, the thick derriere stopped its fluid motions, immediately causing Fluttershy to snap her attention back to Zecora’s face as she turned to face her.

“Your cheeks, they burn with so much heat.” Zecora mused “Tell me why as you take a seat.”

“O-okay.” Fluttershy nodded, as she did as such. For a brief moment, she tugged at her sweater, feeling a little warm. Her wings were twitching every so often…probably a nervous tick.

At this point, Zecora began to browse through her many shelves, filled to the brim with herbs and weird liquids.

“Well, you see, Zecora.” Fluttershy rubbed her hands anxiously, trying her best to not stare as Zecora looked through her wares, showing glimpses of her bosom jostling as she stood up and down on her tippy hooves to scan the higher shelves, “All I can really say is…there is this stallion I like…and I would really like to go out with him…but…I…um…well, you know how I am.”

“Ah, I see, you come to me because it is loving you seek.” The zebra suddenly grabbed something and set it down on a nearby table, as she then crouched down on her knees in order to inspect the lower shelves, “No wonder your voice is so soft and your knees so weak.”

“Yeah…I guess…” Fluttershy felt herself grow a bit warmer, Zecora’s ass sticking out more than it should as it swayed back and forth, “I mean…surely, with some pony with…” The thick striped cheeks swayed left, “With…” The thick cheeks swayed right, “With…” Left again. She had to move on before the zebra swayed that delicious ass again, “With your experience…you can help me…right?”

“Well, I may be an old mare.” Zecora chuckled as she finally grabbed the few items she was looking for and standing back up and setting the item on the same table as the other one, as she smiled at the Pegasus, “But to attract the gaze of a certain male? I believe I know that which cannot fail…”

‘Old, my plot.’ Fluttershy thought to herself a bit harshly.

Zecora’s body was practically the pinnacle of mare beauty. Sure, she was no Celestia, Luna, or even Fleur Dis Lee, but Zecora had everything going for her: the aura of exoticness about her, her delicious curves, boobs each about a size of her head and so tasty looking, a soft and plump ass, thick thighs, and willingness to be in nothing but a loincloth in public. With all that, she wouldn’t be surprised if stallions upon stallions were knocking at her door to fuck this exotic beauty.

What did Fluttershy had? She glanced at her own body and frowned at the comparison. While Zecora’s head-sized F-cupped melons are busy catching the attention of every stallion in town, Fluttershy would be lucky if anypony would give her pitiful B-sized apples a second gaze. Her own butt was nothing to write home about and her thighs were also thin. And the whole ‘near-nudity’ thing? The poor mare couldn’t bear to even glance at herself in the mirror when nude.

Despite her own issues with her body, she knew she couldn’t do anything to change the way she look, she had hoped that maybe if she could just get past this status of being a ‘wallflower’, that she could win this stallion over before some bigger-breasted mare came along.

“If anypony can help me, it would be you.” Fluttershy gave a half-hearted giggle.

“Good.” Zecora smiled warmly, “Now allow me to add these ingredients to my brew, and give me a few minutes to let it stew, and I can see what I can do for you.”

With that, Zecora grabbed the items she gathered and began dumping the contents into her cauldron and stirring it with a stick, her ass continuing its sway as she did so, the tail doing the same, but at a brisker pace. At one point, she could had sworn she saw the black lips of her labia from earlier… Immediately, Fluttershy shook her head with a sigh. She had to get her mind out of the gutters. It is rude to stare at a naked mare, even if the mare is okay with being naked in her own home. She can’t even begin to fathom why she was staring in the first place. Maybe it was jealously that Zecora had a gorgeous body and she didn’t, or maybe it was admiration. Fluttershy did not know.

Fluttershy’s eyes began to wander around the hut, hoping it would take her mind off the nude zebra. However, aside from the masks that supposedly mean ‘welcome’ and ‘hello’ or whatever, the hut itself was pretty basic, if not cluttered. Shelves were stocked with vials filled with weird substances, and bags of other weird substances. Like something you would see in a pharmacy…if there wasn’t a naked big-titted zebra in it.

“Shoot.” Fluttershy cursed herself, muttering. “Stupid sexy zebra.”

“Now, my dear Fluttershy.” Zecora smiled as he did so, “What stallion caught your-“As soon as she finished turning around, the mare was no longer there, “-eye?”

She glanced around, seeing no signs of the shy mare anywhere. “Where did you go?” Zecora frowned.

Hiding behind the hut, her breath heavy from the rush out of the hut. “I can’t believe I did that!” Fluttershy cursed herself. But she had no idea what came over her. One minute, she was waiting for Zecora to help her with her boy problem, the next, she was hiding behind the hut like some scared animal.

Just as she was about to leave, Fluttershy heard a new knock at the door. Zecora’s new visitor was a light grey earth mare, with a flat dark grey mane. Her attire was a dark grey shirt that was way too big for her. Going down to nearly her knees, it almost covered her tight looking black leg tights. She was nervously fiddling with some weird, shiny object

‘Marble Pie?!’ Fluttershy thought, looking at the mare she only met a few weeks ago. ‘What’s she doing here?’

Going against every bodily urge to run as far from the hut, Fluttershy’s curiosity got the better of her, creeping along slowly and quietly, Fluttershy moved towards the window, eavesdropping on the conversation inside.

“Hello my dear Marble Pie.” Zecora greeted her guest. “Is there something you wish for me to buy?”

‘Buy?’ Fluttershy thought, listening in.

“Y-yes.” Marble smiled, walking in the house, her face completely unaffected by Zecora’s nudity.

Carefully and quietly, Fluttershy leaned by the window to peer inside. Marble was holding some kind of round object, an amulet maybe.

“This is quite a find Marble Pie.” Zecora said, looking over the amulet. “Where did you find this, this time?”

“I-I was breaking rocks in the south quarries with my sisters.” Marble explained. “Maud removed a massive boulder that was blocking a small hole. Inside the hole was this amulet. Maud couldn’t figure out where it came from and Limestone suggested I bring it here. You’ve always bought gems from our farm, so I was hoping this would fetch a good price with you. I-if that’s alright.”

“Well, let me see.” Zecora said, looking through a few books and comparing images to the amulet in her hand. “Ah here we are.” Placing the book and the amulet down. “This is an amulet of fertility.”

“Fertility Amulet?” Marble asked.

‘Fertility Amulet?’ Fluttershy thought, listening intently through the window.

“It is unknown where it originates from.” Zecora explained. “It gives whoever wears it the power to receive any mate he or she desires.” The thought of such a power made Fluttershy’s heart beat faster. Such an amulet could help her. “Now let me find the right amount to pay this amulet’s sum.”

With a steady hand and a nervous heart, Fluttershy waited until both Zecora and Marble were distracted. Carefully, Fluttershy reached into the window, her fingers just barely touching the cords of the amulet. In a flash, Fluttershy snatched the amulet from the table by the window and made off into the Everfree, back to her cottage. Along the way back, Fluttershy looked the amulet over, curious about what she could tell from it.

For starters, it had the image of some golden metal pyramid, with a half-sphere curve on the bottom. On the sides of the pyramid, there were a bunch of writings and stuff that looked like runes and words that were in a language that she couldn’t read. Other than that, the amulet felt heavier than a paperweight.

“Oh, this isn’t good. Not good at all.” Fluttershy moaned.

Not only did she run away from professional help, but now she committed petty theft. It was definitely not how she wanted this day to go out. But what could she do now? If she came back with the object in hand, Zecora would realize that she stole it and possibly become furious at her. Fluttershy has never known Zecora to be a vengeful type, but even after all the rumors about her being an ‘evil enchantress’ being put to rest, she did not want to piss her off.

“…I guess I will just have to hold on this until I can find a way to return it.” Fluttershy sighed, realizing that even if this amulet could help her get Big Mac, it wasn’t right if she had to use some strange magic. “All I can do now is just…go home.”

With that said, Fluttershy put the amulet around her neck. She then examined her surroundings for anypony that might see her with the prism-thingie, temporarily relieved to see no one. Thank goodness ponies rarely come to the Everfree Forest. After confirming that no one was around, she began walking faster to her home. Fluttershy continued down the forest path, mentally chastising herself for not only the thievery of the…whatever it is, and not being able to get the help in which he desperately needed. However, as she did so…she suddenly felt a twinge coursing through her body.

“Ooh…” Fluttershy paused for a moment, her body now tingling, mostly in the region of her chest. “What was that about? I must be coming down with something…”

As she moved along through the wooded path, the tingling through her body did not cease. Instead it spread; sending shivers throughout her body, every step only bouncing the feeling around again and again. Her breath becoming heavier, Fluttershy felt warmer. Even on a cool summer day, and with the light outfit she was wearing, her body was becoming hotter. If she was home, then she would simply throw her clothes off, but here, out in the Everfree, she didn't have the luxury. After a couple more steps, the tingling was too much for her to handle, her body was hot, it was sensitive, it was becoming limp. Her hooves giving out, dropping to her knees, Fluttershy was gasping for air as if she was suffocating.

"There you are!" The voice belonging to Marble Pie came from behind the kneeling Fluttershy. Struggling to turn, Fluttershy saw Marble, and she wasn't happy with Fluttershy. "I know what you did! You stole that amulet!" Fluttershy's eyes widened, but she couldn't speak, only panting and flinch a bit. "So that's what it does? Zecora told me that whatever that amulet was, it could amplify a mare's or stallion's features; making them more attractive. So just as I was about to take it back, it was gone." Fluttershy shook her head, she was caught and this was what she was being punished with, her body was more sensitive than before, even the rough dirt against her hands was getting her a little aroused. Leaning down, Marble was about to place her hand on Fluttershy's shoulder. "So how does it feel? I'm not angry, I'm just disappointed in you Fluttershy. But I want my amulet bac-"

The moment they touched, the amulet almost lit up, electric bursts surged through Fluttershy and through Marble as well. Both of them felt the same thing; heightened sensitivity and now it felt like they were growing a little. Fluttershy was the first to notice it, her shirt was becoming tighter, her waist thinning slightly, but her breasts and hips were growing. In mere moments, Fluttershy saw her once small Bs expanding and were now a solid pair of DDs; her hips looked wide enough to bear twins. Marble's large shirt, which easily hid her natural Cs were now easily an E cup and her hips were wide enough to be past her shoulders in width. In another couple brief seconds, Fluttershy and Marble's bodies grew again. As both their bodies expanded, their clothes ripped and tore from the pressure, first as stretched out chunks of fabric, but soon they were both completely in the nude; their new features for all to see.

When the surge finally died down, Fluttershy looked down at herself. She was beyond erotic, beyond sexy and voluptuous. Her breasts were so massive, gravity should be dragging her entire front forward. An impossible R cup, looking behind, she saw her hips were massive, beyond normal measure, and obviously capable of popping out quintuplets. Marble was close to as affected, her breasts were close to the size of Fluttershy's, a massive N cup jiggled in front of her, with a thin waist and hips that could get stuck even in a double wide door to keep the balance. Looking at each other, both mare's immediately blushed and subconsciously grabbed at themselves. The mere touch of their own hands on their own bodies was almost enough to get them to an early orgasm.

"I-I-I don't get it. M-my body feels so hot!" Marble moaned, grabbing at her massive boobs, pinching and teasing the large inch long nipples. "I-I just want something, anything to fill me!"

"S-same!" Fluttershy moaned, rubbing her gushing pussy. "I need a cock, so badly, I need to have my sloppy cunt torn open now!" The sudden thought of what she saw earlier at Sweet Apple Acres; the sight of Big Mac's bulge in his pants. The thought of what treasure is hidden behind a simple zipper almost brought a new orgasm to Fluttershy's pink and twitching pussy. "I-I-I NEED COCK NOW!" Spreading her wings, Fluttershy sped off as fast as her wings could carry, leaving the horny Marble behind.

There was no way of knowing how long it took Fluttershy to arrive at her destination. Thankfully, only Big Mac was in sight, not that at this point Fluttershy cared. Seeing her prey in sight, Fluttershy's wings tensed up, causing her flight to become a soft crash; right against Big Mac's chest. The impact was strong enough to knock Big Mac on his back, with a hot and horny Fluttershy dripping with sweat and pussy juice on top.

"Fluttershy?!" Big Mac responded in his usual one to two word sentences. "Are you-"

His words were cut off by the wet, and sloppy kiss of Fluttershy's lips smacking against his. His shock not only knocked him off guard, but Fluttershy used that momentary stillness to shove her tongue into the stallion's mouth. The effects of her tongue inside his mouth, kissing and dancing his own tongue was robbing the strength out of Big Mac's body, his arms would have gently moved the horny mare off, but he found himself unable to resist. All he felt was a growing arousal in his loins.

"Big Mac." Fluttershy moaned, taking her mouth away, a string of saliva followed, connecting their tongues. "I need your fat cock to fill my slutty cunt."

Big Mac's eyes widened at what he just heard. He's always known Fluttershy to be well, shy and nervous. But here she was, naked, with boobs and hips much bigger than it should be possible, and she was straddling him, begging for him to have sex with her. Though his mind wanted to resist, Big Mac found the blood was quickly moving to his second head; something Fluttershy moaned as she felt the bulge grow from under her.

"Big Mac!" Fluttershy moaned, rubbing her wet pussy against the bulge in Big Mac's pants. "Your naughty cock wants my wet cunt so much. I can feel it tenting in your pants." All a while, Fluttershy's soft hand was gently caressing Big Mac's bulge.

No words could escape his lips; only moans and groans. The urge to feel release surged through him as his brain was becoming more primal. He didn't even notice how Fluttershy's hands moved to caress his muscular chest and abdomen.

"So strong...so rough...so...so..." Fluttershy couldn't even finish, her hips were instinctively gyrating and grinding against Big Mac's pants, leaving a slick stain on his crotch. "Look at how wet you make me. I need your thickness inside me. Now!"

"There you are!" Shouted a mare's voice from the distance. Looking over, both Fluttershy and Big Mac saw the naked, busty, and trembling Marble Pie. Running up to Big Mac, Marble's hands and arms wrapped around his head, smothering his muzzle between her massive cleavage. The sudden jerking knocked Fluttershy back, her back to the dirt and her exposed pussy in the air. "He's mine!"

"He's mine!" Fluttershy recovered, grabbing Big Mac's face and shoving it between her breasts. "I've always wanted him! I'm going to have his cock!"

"I don't care! His cock and his body is mine! I love him more!" Marble objected, pulling at Big Mac's large arm, turning this into a tug-o-war.

While both mare's pulled and tugged at Big Mac's arms, Big Mac's mind was full of confliction. 'Here we go again.' His mind spoke with more content than his normal words. 'Another group of mares that only want me for my body. Never once have I met anypony who wants me for me. I even thought that this time would be different. I always suspected that Fluttershy may have had feeling for me, even Marble seems interested. But nope; all they do is look at my body and see me as just that...a body to grab and use.' The color was leaving Big Mac's face as he began to accept this "fate". 'Maybe I am meant to be nothing but a toy for mares.' Taking a deep breath, Big Mac reached out his hands, groping at both Fluttershy's and Marble's breast; both mares gasped and moaned at the sudden touch. After another deep breath, his hands squishing into the soft titflesh, Big Mac looked at both mares at his sides. "Both at once?"

"Both?!" Both mares uttered, looking at one another, and then at Big Mac. Could they share? At once both mares nodded at the other, a silent declaration of war was declared, whoever pleased Big Mac the most would win the stallion prize. Whether or not that was in fact the case was between Fluttershy and Marble. Regardless, both mares moved a bit away from Big Mac, letting him stand; both their hands were feeling his tented crotch area.

"It's so big." Marble moaned, rubbing it gently.

"Let's see how it looks underneath." Fluttershy added, slowly unbuttoning the pants.

As if it was a coiled spring, Big Mac's cock fired out of his pants with enough force to smack Marble's face, a small gob of precum splattered over her cheek and side of her lips; to which the mare instinctively licked. The taste was a shock of sweetness and a small hint of bitter. It was like biting into a fresh, juicy, green apple.

"It's so delicious!" Marble moaned, almost orgasm just from the taste.

"No fair, give me a taste!" Fluttershy said, grabbing Marble's face, shoving her tongue in her mouth to get a taste of what little cum was left. Her body tingled at the taste. It was sweet, yet sour; she wanted more of it. Almost instinctively, Fluttershy grabbed Big Mac's cock and with barely the capability to fully wrap her delicate fingers around it, started slowly jerking the cock.

`"No, I want to feel it!" Marble started to stroke Big Mac as well. Given Big Mac's natural size of roughly a little over a foot and a half long and a nearly four inches thick, it took both mares' hands to fully grasp the thickness. "There's no way we can stroke this beast with our hands."

Fluttershy thought it over for a moment and the idea hit her. Taking her massive boobs in hand, the horny pegasus wrapped Big Mac's huge cock between her fat globes. The feeling was soft and the pressure was amazing. Big Mac's cock was so big that no mare would ever be able to give him a proper titfuck; but Fluttershy's boob were bigger than her head, and nearly the size of a small child, her tits were more than enough to give Big Mac the tit pussy he's always deserved. Marble, not wanting to lose, pressed her own tits against both Big Mac's cock and Fluttershy's boobs. Marble's erect nipples were pressing hard against Fluttershy's soft nipples, nearly penetrating them, small bits of what could be milk dripped out.

Big Mac leaned back a little, letting his back rest against the nearby tree. Mentally, he was discouraged that these mares seemed to only want him for his body, but physically, he was in heaven. Two mares, both with bodies that even Celestia would kill for, were not only giving him a double titfuck, but both of them were tongue wrestling over and for his cock. Despite his better judgement, or maybe it was just something about the two sex mares; Big Mac took his big hand and placed them on the mares' backs, pressing their chests closer against his cock. With this new tit cock sleeve established, Big Mac started to slowly thrust between the two.

"Looks like he's getting into it!" Marble moaned, feeling her nipples rubbing against Fluttershy's.

"It feels so good!" Fluttershy moaned to leaning her head in to give Big Mac's shaft gentle licks as he thrusted. "I might cum just from this titfuck!"

Big Mac didn't say anything, only continued his thrusts. Despite being against this at first, for some reason, the sight of the two mares, their bodies a living wet dream, and how they melted over his body; Big Mac couldn't help but become harder. The longer he thrusted, the more aroused he felt, and the more aroused he got, the longer he thrusted. But it was going to have to end soon; Big Mac could feel his balls swell with cum, his cock tingling. He was about to fire the first of countless globs. Fluttershy and Marble could see and even feel how Big Mac's cock was ready to go. Not wanting to waste the precious cum, both at once, leaned in and wrapped as much of Mac's cockhead as their mouths can fit, licking and suckling at the tip. In moments, Big Mac let out a final thrust and a thick load of cum burst from him.

Fluttershy and Marble were both able to get good gobs of Big Mac spunk to coat their mouths but what they couldn't get stuck them on the face, painting them both white. Releasing his hold on the mares, Big Mac fell back against the tree, resting on the ground. This wasn't his first time having sex, but he's never came this much and this quickly; the load really took a lot out of him. But Fluttershy and Marble were only just beginning. But first, they had to get as much delicious cum off themselves. Both mares, regardless of not wanting to share or give up Big Mac, were now licking and kissing at each others faces, exchanging and sharing Mac's cum with their own saliva. Because of their gluttonous lust, both sex mares quickly cleaned themselves off and looked at their beloved Big Mac.

"Oh Big Mac!" Both mares moaned, almost crawling towards the large stallion. "We want more."

Marble was the first to wrap her luscious lips around Mac's limp cock. Even limp, the cock was easily as big as the average stallion's full erection. But it wasn't getting any harder. While Marble was giving her best blowjob, Fluttershy tried rubbing and gently kissing Mac's broad and muscular chest. But despite how good it felt, Big Mac wasn't getting any harder.

"Come on Big Mac, please get hard again." Fluttershy begged, making small nips at Mac's neck. "We still need your perfect cock to stretch open our sloppy cunts!" Just as she was about to despair, a sudden metallic texture rubbed between her breasts. Looking down, Fluttershy saw the amulet she was wearing and suddenly came up with an idea. "Big Mac, put this on!" Fluttershy removed the amulet from her neck and hang it around Big Mac's strong neck. "Maybe this will perk you up."

Though nothing happened at first, Big Mac's chest felt hot; the place in which the amulet was touching was especially hot, as if concentrated sunlight was slowly burning him. Mac had sudden pins and needles coursing through his body. His breathing increases, heart pumps, sudden tingles of electricity spark from within. His muscles slowly started to expand, to grow; his chest became broader, his arms and legs became the size of a small child, and his height grew by another foot. While Fluttershy mouthed several "wow"s, Marble was feeling something on Mac grow inside her. Within her mouth-pussy, Marble felt Big Mac's twelve inch limp cock expand; slow at first, getting hard to its previous 19 inches, but it was still growing. Wider and longer, Big Mac's cock grew; the amulet around his neck let off a faint glow, becoming brighter and hotter as it sounded like it was almost burning against Mac's chest.

Soon enough, Big Mac was too big for even Marble's mouth; letting it out with a pop, a second burst of cum fired from the cock, plastering Marble's face. But the amazement of the growing cock girth was too distracting for Marble to care about her latest facial. Longer and longer, the cock was now hard, yet it's massive length made it flop to the ground; easily pver four feet long, and far wider than a foot across at the head. This cock was a monster, a behenmoth, but the amulet was not yet done. Mac's final feeling was in his balls, once possibly the size of a large fist or apple. But now they were massive as well; half the size of Marble's and Fluttershy's boobs but still a little bigger than their heads.

Looking down at his new endowment, Big Mac let out a smile. His mind was no longer resistant, all that remained was an urge, a need to breed; and he had two willing mares for the task. Getting to his hooves, Big Mac felt good, very good; better than he's ever felt. It was like a liberation he's never known, and his cock, regardless of it being only a few feet shorter than he was, did not cause a lack of blood, nor was it limp in any way. With a sudden twitch, the massive cock stood full and erect,rising up to the sky like an idol of worship; with his balls resting softly, just level with his knees.

"So who goes first?" Big Mac said, the lust and power dripping from his words. But both mares sat there, in silence, with their fingers subconsciously rubbing their moist pussy lips; too stunned by how unbelievable Big Macintosh now looked, and unable to fathom how such a beast could fit inside them.

Seeing as how both mares were not willing, or able, to make the first move; Mac did it for them. Laying Fluttershy on her back, her face only an inch away from the massive lobes that were Mac's balls. Then, gently, Big Mac lay his massive cock over Fluttershy's body, the head resting gently on Fluttershy's twitching pussy. With a gesture, Big Mac directed Marble to lay across the top of the large cock, her lips kissing against the massive head, and her own twitching pussy straddling against the shaft.

Now that both mares were resting comfortable against his cock, Big Mac grinned smugly. The sight of not only his massive cock, but how two sexy mares rubbing their wet and soft bodies against it brought out a little arrogance. His arrogance was well deserved; Big Mac started to slowly thrust through the mares, hearing them moan and groan with his every movement.

"How is it?" Big Mac asked, grinning at both mare-sluts. But both mares couldn't give a coherent answer.

Marble was too busy kissing the tip of the cock; it was actually big enough for Marble to go beyond simple kissing and sucking. Marble's tongue was inside the tip, licking and sucking against the cum-slit. Fluttershy was equally busy, but her mouth was suckling on something much bigger. Having Big Mac's massive balls dangling over her face was too much of a temptation; all it took was a slight arch of her head and she was burying her face between the massive spheres of man-meat. Being way too big for Fluttershy to take in, despite her eagerness, Fluttershy was suckling on the skin of Big Mac's sack as if it was not only the tastiest meal she's ever suckled, but also as if it were her last meal and she wanted to take in as much as she could.

Big Mac, even more turned on by the mares' eagerness and how they seem to only live to please him; his thrusts started picking up the pace. Both mares' wet pussies were sliding against the shafts, their exposed and hyper sensitive clits were being teased to a mind blowing extent; there was no way they would be able to think, or live without this near-mythical cock; no mare could. It wasn't going to last though; Marble's tongue action and Fluttershy's suckling was taking its effect, Big Mac was going to cum soon.

"I'm ready to-" Big Mac said, getting ready to fire his next big burst.

"Do it!!" Both mares moaned loudly, continuing their straddling and grinding, their own orgasms coming near. "Coat us in your hot cum Big Mac!"

Big Mac continued his thrusts until...finally...his last thrust fired one glob out; expanding Marble's cheeks as she tried to take it all in, but couldn't handle it all. Marble's mouth released Mac's cock head, as more cum dripped out. Marble's mouth, unable to swallow all that cum, was forced open by the sheer load and was nearly vomiting out the excess cum. Fluttershy, on the other hand, was rapidly fingering her wet cunt, her mouth sucking at Mac's balls; and while she was fingering herself, she was shivering at the feeling of each warm glob of Mac's cum dripping on her pussy, each stroke of her finger pushing some cum inside her pussy. There was no way it could get her pregnant, but she was ready to cum just from having the warm cum inside her.

"How was that?" Big Mac took a few steps back, letting his spent and still dripping cock slide across Fluttershy's body.

Despite just cumming, the release from Marble's mouth caused another burst to erupt from his cock; blasting Marble between her massive boobs. Then when the tip smacked against Fluttershy's fingers and wet pussy, another small rope fired out and continued to release more ropes of cum with each twitch; leaving a sticky trail of cum across her body, ending with the head at her face. It wasn't until the cockhead reached Fluttershy's mouth, that the horny mare was suckling at the cockhead, drinking down any extra cum she could gulp down.

"You really like my cum Fluttershy." Mac commented, letting out his fifth or sixth orgasm and thick glob on Fluttershy's face; most getting in her mouth.

"It's so thick, and yummy." Fluttershy panted, clearly having came several times from having warm cum in and on her body.

"Maybe we should-" Before Big Mac could suggest going for a next round, he saw that both Marble and Fluttershy were resting comfortably. The sight, though adorable, killed the mood for sex; Big Mac felt strange again, his body remained large, and his cock was still the massive size and was still hard and dripping.

Grabbing the half torn remains of his pants, Big Mac was roughly able to pull his ripped clothes back on. With how torn they looked, it was like looking at Saddle Rager's clothes after she returns to normal. It was definitely a hassle to try and get some control over how to handle his still hard cock. But, somehow, Big Mac was able to at the very least hold his erection upwards and maybe he could throw a larger shirt on it or something. Then, because it was a warm afternoon, Big Mac figured the two mares would be okay resting under the tree. So he took both Marble and Fluttershy, and rested them gently against the tree. It was after he was fully calmed down that Big Mac finally registered there was a small burning feeling on his chest. Looking down, Big Mac saw that the amulet Fluttershy put on him had burned and bonded with his chest.

"This is....weird." Big Mac said aloud. It took a few moments of pondering before Big Mac came up with a solution. "Well they should be safe here, maybe I should ask somepony about this. Maybe Zecora? I'll try Twilight first, her castle is closer after all. If it doesn't work, I'll try Zecora." And Big Mac set out, wear nothing but a torn pair of jeans, leaving both cum covered Marble and Fluttershy resting and cuddling against each other under the large apple tree.

It was nearly half an hour before Zecora arrived at Sweet Apple Acres. Her large, naked breasts bounced as she ran towards the two mares. "How could Fluttershy take what was going to be mine? I only hope I have made it on time." When she reached the two mares, the sight of them coated white in dry, sticky cum was a sight. They were still resting comfortably, cum was coating their bodies, as well as the surrounding square foot around them; and the musky scent of wild sex flared up Zecora's nostrils.

Though her mind remained focuses, her body still reacted to the familiar taste; this wasn't the first time Zecora tasted Big Mac. Her pussy getting moist from the memory. "It seems the amulet is gone, and their bodies have been cursed." Zecora left the two sleeping mares in their bliss - the hot sun would keep them well until they woke.. "I must find the amulet, before it gets worse."

Chapter 2 - Truly Twilightlicious

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.

Chapter 3 - One in the Pink....

The thick doors of ornate crystal slid shut, locking themselves in place with a loud click. As the fresh air helped his head clear, Mac was suddenly very aware of the fact that he was still naked.

He panicked, and whirled around, trying to move the heavy crystal barrier in front of him to get his indecency out of public view. However, the herculean strength he had felt so little time ago seemed to have left him entirely.

He tried covering his shame with his hands, but it was like trying to cover a house with a single fig leaf. Luckily, he couldn’t see anyone around, so no-one was yet scandalised. He couldn’t go anywhere and risk anyone seeing him in the afternoon sun. What the hay was he going to do?

“PSSST!”

He cast his eyes around, darting from building to building rapidly, looking for the source of the hissing, the colour draining from his face. Had someone seen him? Was there someone-

“PSST! Big Mac! Over here!” The voice hissed at him again, until he saw it - a mane of wild, curly pink hair, the salmon coat, and a hand covering each eye.

“Err, hello, Pinkie.”

“Hiya, Big Mac! Did you forget to put on clothes before you went out? Thats pretty forgetful. Maybe you should keep a note on you to tell you that you need to wear your clothes. Oh, gosh, I forgot, you’re naked? Where would you keep it?”

Oh no. Not her. Of all the ponies he could have run into, it had to be one of the most childlike and innocent ponies in town. Celestia, he couldn’t imagine how traumatized she would be if she saw him like that. He had to get away from her, and from everyone, until he could find some way to get decent.

There was nowhere for him to run, and nothing to hide him. His chest heaved as his breathing quickened, beads of sweat breaking out on his brow, his eyes darting wildly as he started to panic. It was like a bad dream.

He stopped. Breathing slowly, he took stock of the situation, his usual calm demeanor returning.

“Pinkie, Ah’m gonna need ya tah keep yer hands over yer eyes for now.”

Pinkie giggled. “Okie dokie, Big Macintokey. Are we gonna play hide and seek? Cause you look like you want to find someplace to hide.” She kept her hands covering her eyes, that same childlike grin plastering her face. Mac needed to think of some way to go unnoticed and think of it fast.

His stomach interrupted his search to give another loud rumble.

Pinkie kept her eyes covered. “Big Mac, was that your tummy rumbling, or is there a big dragon around? Either way, we should get over the sugarcube corner.”

“Well, ah-” Mac struggled to explain to her what was going on “-ah’m pretty indecent right now”

“Oh, thats no problem.” She reached her left hand into a flower pot by her feet, and pulled out a pair of midnight black trousers in precisely his size. “I have magic pants stashed all over Ponyville, in case of magic pants emergencies”.

Mac accepted the outstretched pair hastily and slipped them on, long since stopping being shocked by Pinkie’s weirdness. As he slipped them on, it felt strange, like he was submerging himself in a cold bath. As he stretched the remarkably elastic waistline over his cock and balls, he noticed that they seemed to disappear from view, and when he released it, letting the waistline snap back to his abs, there was no bulge at all, merely a flat smooth substance.

“Are we still playing hide and seek?”

Mac looked up at her. “No, Pinkie. Ya can open yer eyes now.”

Her eyes fell upon him as her hands fell awayShe did so, looking up at him. “Wowee, Big Mac, you sure got a lot bigger. We should start calling you Bigger Mac. But then we’d need another Mac around for you to be bigger than. Otherwise it won’t make any sense. Do you have any other brothers who are also named Mac? I have a sister named Maude who just showed up one day and…”

And she went on like this. Mac tuned her out, trying to think, which the pangs in his stomach made harder. Two marathon sex sessions took it out of a stallion, so he supposed now he was semi-decent, it was safe to start thinking about food.

As if in agreement, his stomach growled even louder. Pinkie stopped and giggled. “I guess it wasn’t a dragon after all. Big Mac, do you want to come to sugarcube corner and get something to eat?”

He sighed gratefully. “Eeyup”.

Still grinning, she grabbed his hand and pulled him through the streets towards the giant frosted gingerbread house.

The door opened, the bell tinkling to announce their presence. “It's okay, Mr. and Mrs. Cake took the twins out for the day, and told me to just watch things. But then I got bored and decided to go looking for you.”

Mac was barely paying attention, but that still caught his ear. He pulled up chair in front of a table decorated with pastries, and grabbed a succulent looking loaf of bread. “Err, Pinkie, whatya mean go lookin’ fer me?”

“Oh, that. Well, I wasn’t looking for you, just for someone who turned out to be you. I found you ‘cause of my Pinkie sense. See, when my nose gets twitchy, it means that there’s someone in Ponyville having a bad day.”

He’d seen enough of this foolishness of Pinkie’s around town, so he decided to humour the girl. “Eeyup.” he managed, in between bites of a large croissant.

“And when my left ear gets flippy, it means that they must be near Twilight's house.”

“Eeyup” He took a large slice of delicious looking iced strawberry cake, and decided to dig in.

“And when my pussy starts gushing like rainbow falls, that tells me there’s a big old cock out there waiting for me.”

Mac nearly choked on a mouthful of cake. He coughed violently, trying to regain his ability to breath. He stared at her open-mouthed, not believing what he had heard her say. “Wh-whu-”

“Oh no, you dropped your bit of cake. That's not good, you’re supposed to put the cake in your mouth, not on your body, silly. Unless you want to get in the cake, but you’re supposed to get in a whole cake, not just put bits of cake on you! But I bet you’re a bit too big to get into any of our cakes, you’ve got too many big muscles to ever manage to fit it all in. But I guess that if you’re in a cake and supposed to come out, then all the people who ordered it want you to have a big dick, with all those muscles, and you being so handsome too.” She gasped loudly. “Mac! I just had a totally super brilliant idea! Why don't I make you into the cake, that way you can easily fit!”

Mac continued to stare at her open-mouthed. Everything his ears and eyes told him was clashing with what he knew. He must be mishearing her, this was Pinkie Pie, one of the most innocent and naive ponies around, she couldn’t possibly be saying what he thought she was.

“Pinkie, I...I’m not sure if ah heard…”

He never managed to finish that sentence because she grabbed his hand and with an almost iron gripimpossible strength, dragged him through the shop, through the bakery, to a second, smaller kitchen in the back. “This is where Mrs. Cake makes all the cakes for those special mares only parties, so I figure I should decorate you in here since you’re going to be a cake.”

He pulled himself free of her grasp. “Pinkie, what in tarnation do ya think yer doin’?”

“We’re making a cake, silly.” She grabbed an icing bag and dipped her finger in the mixture, and licked it. “Hmm, that's so deliciouserrific. We have definitely gotta try that.” She turned back to him. “Now just take off those pants I gave you. I don’t want the special magic emergency pants I had Rarity make to get cake on them, or I’d need to use some of my emergency magic pants cake stain remover, and it’d just be silly if I had something like that laying around.”

Mac simply couldn’t follow what Pinkie was talking about and felt inclined to just give up and do what she told him, but he was still afraid of traumatizing the poor girl. “Pinkie, Ah don’t know if ya’ll understand what…”

She gave an exasperated sigh. “Geez, Big Mac, what's the big deal? It's just getting naked. Grown ups get naked with each other all the time. You’ve got a cock, just like other stallions I’ve slept with. What, you thought I’d never had sex before? Geez, and people think I’m naive.”

So she at least knew what she was saying. Still, the line between an ordinary stallions equipment and Macs member was like between a seedling and a fully grown redwood.

“Err, Pinkie, even if y’all have seen other stallions, err, stallion-parts-”

Pinkie cut him off by bursting into laughter, almost doubling over the steel table.

“Gosh, Big Mac, that's the silliest way I’ve ever heard someone talk about a cock. C’mon, just say it. It's fun to say. Cock cock cock, cock cockcockcockcockcock-” Mac shoved a hand over her mouth.

“Alright, fine Pinkie. Ya’ll might have seen other stallions cocks, but mine is a might bit bigger’n most stallions.”

Her grin widened. “Is that so?” Before Mac could react, she darted between his legs and pulled the waist of Macs pants to the floor, the thick stalk swung upward wildly and barely missed her.

The pair were stunned, Mac by her brazenness, Pinkie by his hugeness.

“Oh...my...GOSH! That's the most super-duper huge schlong I’ve ever seen. I used to think my toys were big, but this has got to be the biggest cock in the whole of Equestria.”

Mac felt the heat radiate from his cheeks as they turned even redder. He was beginning to like hearing mares talk about the size of his cock like that. Somehow, hearing Pinkie say it in such an excited tone didn’t make him feel like a freak, it only made him feel better - his fat meatstick throbbing with arousal, coming eye to eye with Pinkie.

She reached out without hesitation, grabbing at the fat swollen head, stroking and caressing it lovingly, skillfully. Celestia, how big of a cock could this mare wrangle?!!?

“Mmmm. Hello, my brand new big, strong, handsome friend.” She leaned in and kissed him on the slit, savoring the taste of his massive organ, as well as the hints of her friends juices. “You and I are gonna be the very best of friends, I can tell.”

Inside Big Mac there was a war of feelings. She was doing just as Twilight did, addressing his cock as if it were some separate creature to him, as if only her and it were alone in the room and Big Mac wasn’t even there. His feelings were still raw after the way that Twilight had acted before, and now Pinkie’s words just hit his nerve harder.

All of that just seemed to be swallowed up as he tilted his head back and groaned in pure pleasure at the way Pinkie rolled his fat head in her palms with unbelievable finesse and skill. His body reacted as well, his slit spurting out a jet of pre-cum, knocking Pinkie slightly back with force and soaking her clothes.

Without missing a beat she rolled her now sticky and soaking top over her head, and shimmied out of her skirt, leaving her as naked as he was.

She looked down at her own body, then up to Mac standing there gloriously nude, and exaggeratedly slapped at her forehead. “Whoops. Almost forgot” She said as she reached out towards his chest.

“Pinkie, what in tarnation are ya doin?” Mac grabbed her hand as she mewled in disappointment.

“Silly billy. I may be a size queen, but I don’t have a death wish. I’m gonna need to touch your amulet to get all big n’ busty n’ sexy.”

Mac snorted.

“What, did yer Pinkie sense tell ya that it's a magic amulet?”

She giggled. “No, Silly. I was watching it change Fluttershy, Twilight and my sister, Marble. I’ve been watching you put on a super duper show all day, but now I want to play too.”

Mac was so shocked he relaxed his grip, and Pinkie lunged forward, making contact with the gem.

Where Fluttershy and Marble had changed all at once, and Twilight had felt the change flow through her, Pinkie seemed to explode outwards, every part of her surging outward then receding.

Her already poofy mane seemed to poof up twice as big as before, as her mane went from framing her head to running to the floor, before snapping back to hang to her ass. Her pudgy waist snapped inwards, almost grotesquely thin, before it flowed back out to a thin hourglass figure.

A look aided by her breasts and butt. Her tits swelled larger and larger, the modest B cups becoming D’s, F’s, G’s, before running up to and eclipsing Z cups. The apron she was wearing strained and creaked as it was pushed further outwards. Below, her pelvis surged outwards to a pair of birthing hips that could actually take his rod, and an ass that was the perfect plumpness for spanking. But these parts stayed precisely put, rather than receding.

She reeled back from him, the energy too much for her, flopping onto one of the counters across the wall, giving Mac a perfect look at her heart shaped pink ass, and her dripping, tight, inviting pussy. As her boobs hit the cold steel, she squealed at the sensation, arching her back and tensing her shoulders as orgasm racked her body.

“Oh, Celestia, this feels so superawesomazing. I feel tingly and ripply and gushing all over the place. I never even knew you could feel this good when you weren’t eating. Speaking of.” her eyes looked hungrily at Mac’s length, still laying on the table, its weight causing the stainless steel to strain as she licked her lips noisily. “I can’t wait to taste that tasty bit of cock right now.”

Her hand reached out, but Mac hefted his cock up to his chest, out of her reach.

“Oh c’mon. I have just got to try that thing. Please?” She fixed him with a wide eyed pleading innocent stare, a jarring contrast to the pornstar body she new possessed. “You can’t tell me you don’t want to stuff this inside me”

“No, Pinkie!” Mac snapped. “I’m tired of y’all treatin’ me like Ah’m just some walkin’ stand for mah cock, and y’all not carin’ about me!”

He knew he shouldn’t shout like that, but these feelings had been broiling in him for hours, and he couldn’t stand being reduced like that anymore.

Her eyes shifted from his log, to his face, and then in a blur she wrapped her arms around his front, her grip being too small to get all around the muscles of his torso. She squeezed as hard as she could.

“It's alright, Big Mac. Of course I care about you. I care about you a lot.”

He felt his heartbeat quicken. “Y-ya do?”

“Of course I do, silly.” Standing on her tiptoes, she hopped to manage to peck his cheek, her lips feeling hot and wet on his skin. “I care about you as much as I do about everyone in Ponyville.”

His heart dropped again, his elation snuffed out. “Oh” he replied gloomily.

“Well, what's wrong with that? I care about you, don’t I? I want to make you happy”

“But you don’t love me. I ain’t your special somepony”

“I like you. You like me. Why does it need to be love for us to make each other feel good? Maybe it doesn’t go deeper than that, but why does it need to. It's like planning a party - does it matter that I do one for somepony else later, or if they get a party from somepony else? No, it's just good that they enjoy my party while it’s happening.”

Her soft hand brushed his face, holding his cheek. “It's not hurting anyone. You want this, I want this. We NEED this.”

Mac huffed at her. “So what about tomorrow? What about the future? There’s nowhere for this - for us - to go beyond fuckin’, whats the point?”

“Tomorrow is something Future Pinkie will think about. But I think future Pinkie is also gonna really like your big cock as well. I'm sure if she and I ever met you at the same time, we'd end up double teaming you.

But who cares what future Pinkie and future Big Mac do, why does that need to matter to us? Sex feels good, and sex with you will feel super-duper good, so why does it matter if we don’t want to feel good anymore later?”

Mac dropped his gaze. So just sex, with nothing else afterwards? Would it really be so bad? His libido was urging him to give in and feel the warm embrace of her inner fucktunnel around his monster member. That feeling of emptiness inside was ebbing away from the power of her words. Maybe it wouldn’t be so bad.

He relented, letting go of his cock. Falling under its own weight, it slammed onto the steel table, leaving a dong-shaped dent running more than half the length.

Pinkie squealed with glee. No further words were needed. She was on him with ravenous zeal, moaning as she licked all over his head. She pulled back, closing her eyes and savoring the flavor.

“Mmmm. So that's what Twilight, Fluttershy and Marble taste like. I should have waited til later and gotten your yummy cock even yummier.”

“Although, I think I know what would make it yummier than yummier.” She reached towards the bench and grabbed the bag of frosting she had set aside before. “I sure hope we’ll have enough to cover all of it.” She giggled. She pressed the nozzle against his hard, unyielding flesh, her skilled hands pumping out thick ribbons of icing. She made patterns along his meat-stick, leaving thick, tall peaks of the stuff on his two heavy, bloated testes before pulling the last few dregs out as she finished the far side.

Mac knew he should be horrified, at being objectified like this, decorated like he was just a piece of food. But the heat in his blood was beginning to rise, and he couldn’t deny the perverse allure of the way Pinkie was decorating his cock like it was the most scrumptious morsel on earth. As she squeezed and squeezed the bag, she finally gave up, realising there was no more.

“Holy moly, Big Mac. That was all the icing we needed for a week and it was all used on your big old dick.” As she frowned and looked between the bag and his cock, she started beaming again. “Worth it! This looks like a cake fit for Celestia!”

There was a loud bang as his rod lept up with a pulse of fresh arousal.

“Ooh, does someone have a secret cru-u-ush? Big Mac, do you looove Princess Celestia?”

“N-no!” Big mac managed to choke out as his schlong was jerking up and down, foiling his attempt to lie weakly.

“Oooh, you do!” Pinkie dropped her voice to a whisper. “Why, I bet you think all the time about Celestia, and….Luna!” He groaned, his knees almost giving way as another huge jet of pre erupted from his cock, coating all cakes still on the table with a thick, syrupy, clear layer.

She ran a hand along the curve of her breasts, savoring the sensation, her pout turning to a wide smile. "Mm, Big Mac, just look how huge n' sexy I am now So much better than I was before. My boobies are even bigger than any of the princesses. Oooh, can you imagine what they'd look like if you used that magic necklace on them?” She fluttered her lashes at him, fixing him with enticing bedroom eyes, and his cock leapt and lurched harder than before.

“Ooh, you like that don’t you, you naughty colt? Her big boobies getting even bigger, big enough just to wrap around aaaaaalll of your big fat cock.... mmm, I bet any mare would look just awesometastic if you used that magic thingy on them.” She giggled. “And whoever you use it on, I know she’d just love her new, hot body!”

He couldn’t admit to that, it was blasphemy. To lust after the princesses, to view two so pure so impurely, it was so wrong, everypony knew that. Pinkie, however, just giggled. “It's okay, Big Mac, I won’t tell anyone. I Pinkie promise.”

“In fact, since you told me about your crush, I’ll tell you I have a crush on somebody.” She looked side to side, then leaned in and whispered in his ear. “I don’t know his name!” She leaned back out. “Please don’t tell him, will you? Pinkie Promise!”

“Pinkie, how can y’all have a crush on somepony if ya don’t even know his name?”

She giggled. “I didn’t say he was a pony, silly billy. When I was back on my parents rock farm, I was playing near the abandoned dragons nest, when I found it wasn't abandoned after all! A new dragon family had moved in - a dragon, and his girlfriend, and his girlfriend, and his girlfriend, and his girlfriend, and his girlfriend, and all his other girlfriends. I hid so they couldn’t see me, but I couldn’t NOT see them. This dragon was sooo handsome, and sooo strong, and extra sooo HUNG! I watched him just put his cock in each of their pussies, one after the other, making them cum over and over, all day and nearly all night til they were done. When I went home, I thought about how big and meaty and big and strong and BIG he was, and that night when I went home, I touched myself for the first time just thinking of him! I never knew who he was, but I’ve thought about him ever since. Well,” she deliberately mashed her tits to his chest through the aprons thin material, her hand tracing one extra thick vein running up his shaft as her other disappeared under her apron, her fingers kicking insider her wet, tight pussy “Until now.”

He felt that heat begin to rise, and couldn’t help but feel his ego stroked. “So, I’m more handsome than this dragon?”

“Mmm, so much more handsome!” She groaned as she kissed him on the cheek.

“And stronger?” He curled his arm, making his bicep swell.

“Mmm, so much stronger!” She began to pant as she kissed his biceps, her lips hanging on his flesh as she felt chills go through her body.

“And more hung?”

“Mmmac, you are so so SO much more hung than him!” She groaned as he heard a light splash - without even touching her, he’d been able to make her cum. With grace Mac would have thought impossible for a body as generous as hers, she slipped onto the table, laying on her back, with her head leaning over the side. “So let me give your cock the deep, long kiss it deserves!”

She leaned her head back, her plump dick sucking lips forming a perfect O around the air as she waited for Mac to use her.

The erotic charge in the air took hold of Mac. He hefted his cock up off the table, angling it down to Pinkie’s lips. The mare kissed his cocks slit hard, her hungry mouth trying to draw him in further and further.

Mac was about to shove before a tiny voice inside him cried stop. He was too big for her, he’d hurt her if he tried to force it.

Another voice forced his reason and morality down. She begged for it, he was just giving the little slut what she wanted.

She didn’t know what she was getting into, he could hurt her….

Twilight, Fluttershy and Marble hadn’t been hurt, they’d loved every second of it!

That was different, the amulet had changed their bodies. Her mouth wouldn’t be able to take it...

Pinkie couldn’t see these emotions playing out on his face, she was instead staring amazed at his fat, churning cum-orbs, almost shuddering as they made more piping hot jizz just for her hungry mouth. Still, she noticed Mac wasn’t pushing. Not willing to break contact with this wonderful cock long enough to ask him why, she decided to take matters into her own hands - or rather, other body parts.

As an internal struggle raged within Mac, he finally felt something, soft, wet and strong, creeping along his massive length. He looked down, and saw that Pinkie's tongue extended from past her lips, past his cockhead, further, and further, until it reached around under his length, around his sack, and was trying to pull him closer to her mouth.

The voice inside him yelled in triumph as he began to push, slowly, inch after inch of his pole entering past Pinkies lip’s. Beneath him, she was calm, even as he started to push harder against her. She could eat a cake three times the size of her body, this was nothing. Yet, a part of her could not deny that this cock was different than anything she’d ever had before - even all those monster dildos she’d broken with her over-eager libido couldn’t hold a candle to Mac's cock. She relaxed her jaw, letting more of his broad, fat head into her mouth, as her tongue doubled back to lick the parts of his rod that hadn’t yet passed her lips.

With a wet, sticky pop, her lips passed the ridge of his helmet, his stance stumbling as the sudden drop in resistance made him ram a few more inches in quickly, forcing him into her throat. Below him, Pinkie squealed, her fists banging against the steel table. Horrified at what he might have done, Mac pulled his hips back, pulling his cock out, letting the poor mare come up for air.

As the head passed her lips, Pinkie stared up at Mac. “What’d you do that for?”

“Well, ah-Ah mean, you -Ah - Pinkie, you screamed! I thought ya was chokin’ down there.”

She sighed loudly, rolling her eyes. “I know how to breath, Big Mac, I’m fine. C’mon, I can take it. And I wasn’t screaming, I was having a squishy shaky yummy cum because of how big your big ol’ cock is.” She reached up and brought the drool covered monster head closer to her. “See? It’s head is nearly as big as my head. How could I not cum, sucking on such a superawesomeamazing dick?”

He watched as a fat bulge moved past her jaw, down her throat, before being hidden beneath the coarse white fabric of her apron. As he got deeper, though, the fabric strained, tore, then seemed to explode around her expanding chest as his cock puffed her chest out more and more with his girth. Pinkie moaned and gurgled appreciatively as the sight of her erotically changed nude body made Mac’ organ pulse with pre again, shooting a jet of it straight into her belly.

Mac was left staring at the true enormity of her tits for the first time. The apron struggling to contain them had been arousing, but seeing them naked before him was so much better. Her dinner plate sized areolae and fist sized nipples were a different, redder, darker shade of pink than the rest of her. They looked delicious. Mac bent at his hips, trying to reach out for them, but his length was still too much - she remained just out of his reach.

Pinkie felt the jet of delicious pre hitting her stomach with its heat, the sheer volume filling her tummy well. However, she was still hungry - starving, for more cock, and more cum. The length of her tongue went wild along Mac’s pole, slithering along hard, protruding veins, licking the vast expanse of his testes, lapping at the creamy icing coating his delicious meal of a cock. She wanted all of him, and wanted him to know it.

Mac was like a dog straining at its leash, a delicious plate of food just out of its reach. He pushed harder, more of his titanic cock going past the pink pony’s piehole, feeding her two feet of cock at this. Her body wriggled and writhed before him, her legs spasming and shaking as the sheer pleasure of sucking his cock was like electricity running across her body.

Then she began to suck.

Her mouth was like a black hole of pleasure as Mac lost whatever illusion of control he had, Pinkie’s hungry throat just sucking more and more of his cock in like a fat sausage. Should the Cakes come home to find their surrogate daughter getting a nearly five foot cock shoved down her throat, they might think Pinkie was being face fucked, but the truth was that the pink mare was in total command of the situation.

The tight, hungry pressure of her suction sent shivers along Mac’s organ, tingling and rippling across it, providing a delightful massage. The feeling of her hot throat around his rod like a second skin was making him delirious. His hips went out of control, bucking and fucking more erratically, letting Pinkie swallow more and more length. His cock drooled a continuous stream of his pre into her rapidly swelling stomach, her now-tight belly beginning to bulge outwards as she swallowed more of his prejaculate.

He kept at it as more and more of his root disappeared down her throat ‘til Mac could swear that he had fit more cock inside her than could possibly fit in her body. The thought was interrupted as he felt her lips press against his pelvis. Every inch of his pillar of masculinity was lodged deep in Pinkie's throat.

Below him, Pinkie was over the moon. His big, swinging sack nestled in her poofy mane, and her nose pressed right up to his cumfactories, leaving her breathing deep of his pure, undiluted musk. Even on a mare with the utmost restraint, such a raw, primal smell would send them into instant heat, filling their heads with images of the handsome super-stallion who emitted it. With a gal already crazy about big cocks like Pinkie, it just sent her into an almost trance like state, cumming with every noseful of air she took in. Mac eclipsed the thought of any other cock even possible - he was the only male for her now. She moaned in a continuous hum of orgasm around the meat lodged in her throat.

The feeling of her tight throat vibrating around his entire organ was pushing him over the edge. Realising what was about to happen, he tried to pull out, but Pinkie’s suction kept him lodged within her, and her arms wrapped around his thighs. He couldn’t see her pleading eyes, but the message was clear - she wanted all of his cum deep, deep in her stomach, filling her up like nothing else could.

The pleasure was too much for him. He grunted, groaned, snarled and snorted, the primal stallion within him breaking through his soft, gentle personality, as he slammed into her throat hard. From where she was stuck, she saw, smelt and heard up close how his balls clenched and shuddered; inside, release valves opened and let loose a torrent of cum. She felt her throat bulge out as his impossible girth got even thicker, a stream of his jizz swelling his organ out wider as it forced its way through. It went past her teeth, past her tonsils, down her throat, until it exploded out directly into her stomach. It was like she had an entire waterfall in her stomach as Mac’s cum gushed out into her in thick burst after thick burst. Her eyes crossed, his pendulous sack blurring before her eyes as she nearly blacked out just from the feeling.

The orgasm shook Mac’s body, tremors wracking his strong body, as his cock jackhammered into Pinkie, the motion only whipping up the ball-batter in her stomach into a frothy churn. Her stomach was ballooning out as her seemingly endless belly room took every single drop of his cum, with not a single drop managing to get free. Her body was pushed to new heights, with her belly swelling larger and larger, growing to the size of, and then surpassing, her breasts.

As the intensity of his orgasm dropped, Mac’s torrent became a stream, as Pinkie let his cock free from her hungry sucking throat, right up til she felt his cockhead pop into her mouth. Now, she could taste his salty, strong, manly cum. She gulped down more from his after trickles than any dozen other stallions could make in a lifetime, until his organ finally ran dry, and she let his cockhead free with a pop.

She licked at her lips, slowly running across her plump, sensitive, kisser, then opened her mouth wide before Mac to show him her cum free tongue and mouth. “All gone. And I was right, it DID taste superawesomazing.” She lifted a hand to her belly, rubbing her fat, wide, distended gut with her perfectly trim arms. “Geez, Big Mac, look at what all that yummy cummy has done to my tummy! I must look super-pregnant!”

Macs cock gave another audible bang as it lurched up and fell on the stainless steel table, another fresh throb of arousal making it dance. She flinched at feeling and hearing the impact, sliding back and turning with unbelievable grace given how her body was stuffed. When she saw what had caused the noise, she got a devilish grin.

“Oooh, Big Mac, do you have another seeecret? Do you like the idea of me being filled up with your little foals?”

The blood-pumping action and sheer awesome pleasure of Pinkie’s sucking had done a lot to quell his feelings of shame. Mac laid a hand beside hers on her stomach, feeling his cum slosh within her distended belly, looked into her eyes, and gave her a breathy “Eeyup”.

“Your thick, yummy jizz tasted so manly, I bet I’d get pregnant for sure. C’mon, I love babies, Big Mac, I can’t wait to have all of your big, fat cock filling me up to my womb, feeling your babies in my big, bloated belly, feeding them with my huge, milky tits. “ She laid back and spread her legs wide, holding her belly back with both hands, as she presented her dripping, tight snatch for Big Mac to fuck.

Mac was enthralled, looking at her marehood. Her tight, glistening vulva, her labial lips just barely apart, like a flower, preparing to bloom right for him. Her innermost secret part was a darker shade of pink than the rest of her, with her clit poking out just at the crest of her lips, an almost white reddish-pink jewel. He ran a strong finger along her opening, collecting her sticky, hot juices, and brought them to his lips. He tasted it. Sweet, tangy, delicious. He would have got on his knees and feasted on her dripping quim, but from her impatient moans, he could tell Pinkie wasn’t interested in what his tongue could do, she wanted his third leg.

He gripped his organ at the midpoint with both hands, maneuvering the unruly beast like a heavy piece of equipment ‘til he could line it up with her quivering opening. He rubbed the head against her lips and pushed.

Pinkie arched her back, seeing spots before her eyes, as she screamed so loud Mac thought the neighbors would hear. Like a gentlestallion, he resisted the urge to slam as much of his pole into her as possible. Instead, he let her ride out her first big climax as her sensitive walls were speared by his massive cock. Her orgasm stretched, and her screams kept coming - if he didn’t know better he’d swear her lungs swelled as much as her chest - but eventually, her spasming wet tunnel returned to its uniform sucking tightness. He smiled down at her as she regained her composure.

“Ya-”

“FUCK ME!” She practically screamed.

Mac didn’t need to be asked twice, as his hips began a steady pistoning rhythm, forcing more and more cock into her buttery smooth snatch with every stroke. It was too intense for her to even talk, her mind going blank, as she was reduced to biting her plump lip, whimpering, moaning, and climaxing again, and again, and again. Her hands tried to reach for his body, to run her fingers along every muscle of his god-like body, but her swollen stomach kept him beyond her reach. So her hands went behind her head, clutching to the table with white knuckle intensity.

Mac claimed more and more of her pussy slowly, as inch by inch forced its way into her tight wet slit. As her pussylips finally passed his crown, she squealed. “Fuck-...fuck...fuck!” She managed as she gasped for air. “No...pony….ever...this...deep!” Mac had to grin. So even with a size queen like Pinkie hunting down the biggest studs she could find, none of them had ever had a cock that was as big as just the head of his mighty organ. He felt the news tickle his ego delightfully before he reminded himself there was a sexy seductress beneath him begging for his cum, and he would be quite rude if he didn’t deliver.

With his crown past her hungry, tight lips, he applied more pressure, feeding inch after inch into her snatch, ‘til he had a third inside her. Then, he pulled back, leaving only his cockhead inside her - any further and he simply couldn’t pull it out. Mac squared his stance, braced his hips, and with well practised technique, he jabbed forward - his pole driving through her tightness, claiming virgin territory, and sending every nerve it touched into orbit. She squealed as she came. He grabbed her legs, hooking her knees around his forearms to better pull her onto him, and thrust again.

During the passing hours of intense sexual intercourse, her stomach slimmed down back to it's perfect trim thinness she began her new life with. Processing all of his god given cum and using it to somehow make her pillowy ass, childbearing hips, and mountainous tits even larger than they had previously been. Mac certainly noticed and made his approval clear by squeezing each one of her worldly assets with both hands, eagerly exploring every inch of his willing slut. Another unexpected effect to her stomach returning to its flat form was she could now not only feel his cock stretching her insides with every thrust, but now she could actually see the giant pole shaped bulge that stretched the skin of her abdomen outward. She swore she could see his veins twitching through her pink coat and like a pony possessed, she reached one of her hands down and stroked the pole shaped bulge in tandem with his powerful thrusts to give him that much more pleasure.

As her stomach slimmed back to the flat board the amulet had granted her, Mac could finally reach her fat, fist-sozed nippled, groping them passionately. Her tits, finally in his grasp, responded to his touch with a jet of sweet smelling pink liquid. Mac lifted a hand to his lips and tasted it. Strawberry milk, so sweet, it drove him wild. He jabbed another foot into her, getting close enough to her that he could bring his mouth around her huge tits, sucking at the outpouring of sweet nectar, as Pinkie’s moans hit a new octave.

He licked, sucked, nipped and kissed her huge breasts like a stallion possessed, his tongue growing, lengthening, almost like Pinkie’s, as he tried to taste more, more, more of her sweet, abundant titflesh. Her breasts started spraying her sweet strawberry milk wildly under his touch while her body was wracked by multiple orgasms, her sweetness shooting all over the bakery, drenching the cakes, her body, and Big Mac.

The taste was unreal to Mac, driving him to new heights, new passions. It was different than Twilight's magic, but gave him that same feeling of energy, pushing his godly body to new heights. With every thrust of his hips forward, the table beneath them gave a shudder, straining against the rivets keeping it bolted to the floor. His hips flew back, then rammed forward, his sack swinging like a wrecking ball, ‘til it slammed into the steel and the entire thing buckled, falling to the floor in a heap. Pinkie didn’t even drop, her entire weight held up by the hard cock inside her. The lack of the cool sterilized steel beneath her cushy ass did mean she lost grounding, and was just bounced madly with each of Mac’s thrusts. With each ferocious pounding, she was sent flying, riding up and down his pole like the slide on a trombone. Only the sheer fat width of his cockhead was keeping her from popping off his knob and being sent flying.

With no table to brace herself with, she was absorbing the full impact of every one of his thrusts, and this was sending her enormous melons flying, bouncing high enough to fill her entire view - not that she noticed. Her world was his cock and the pleasure it was giving her.

As he reached the four foot mark, Mac found a barrier that he would not bulge. Pinkie’s womb, the tiny entrance kissing at his cockhead, but unwilling to take his size within. The pure sensation of four feet of his cock within her being massaged wetly, and her womb kissing his very tip within her was driving him over the edge. The realisation of being so close to her core, triggered something in his loins, as he felt the first mighty stirrings of his orgasm.

“YA WANT MY CUM?” He roared, snorting with mad passion.

“YES! PLEASE! GIVE IT TO ME, KNOCK ME UP, MAKE ME A MOMMY!”

“THEN TAKE IT ALLLLL!” With all his strength, he lodged himself fully inside her, every inch of his impossibly long megacock snug inside her body, his cockhead ramming into her womb. No protection, no missing, he was about to hose her eggs with his spunk. His balls tensed, and he felt his hips forced back in recoil as his jizz shot out like a cannon into her womb. They both watched in lust and awe as her stomach bulged out with each shot, her abdomen swelling and sloshing around his thick load, as she cried out in joy at feeling his cock pumping life deep into her womb.

He was a stallion possessed, ramming into her with three foot strokes. Pinkie could feel his pork sword invading her womb, again and again, over and over. Each thrust unloaded more fertile, baby giving cum. She wailed with pleasure as her mane poofed up even more, thick bushy curls growing longer and thicker, growing to the floor and out, thicker, denser, enough for her to lay back on.

She fell back into her forest of soft hair, Mac almost laying on top of her, never once slowing his thrusts. Mac pulled her head towards him, and they kissed, hard, all their passion and lust expressed with this one act. Mac’s lengthened tongue met Pinkie’s already long one. They were like two living creatures in total passionate love as they wrestled between the two ponies mouths. Mac was ferocious and dominant, invading Pinkie's mouth, nearly skull-fucking her with his tongue. Pinkie couldn’t even respond, just letting Mac do as he wished with her body.

This feeling of being kissed so hard, so passionately, with so much raw power, triggered another cluster of multiple orgasms racking through Pinkie's body, joining the dozens in progress all over her body. Every nerve was being wracked by orgasms - it felt like she was one big cunt, that Big Mac was expertly making love to, and she was feeling his skill everywhere. Finally, their mouths were pushed apart as her swelling stomach simply got too great for them to be joined anymore. Mac gave one, two, three more thrusts, then his cum explosion finally ended. He pulled out his still hard cock, soaked in her juices. Her tight snatch snapped almost closed as his cock pulled out, her body not wanting to relinquish a drop of his cum.

“Best...fuck...ever..” She weakly moaned, before she could take no more, and simply passed out.

Mac left her sleeping on her hugely poofed mane, now big enough to support her weight. He struggled to his feet, the better to survey his handiwork. He laid a hand on her swollen belly. He half expected to feel a kick, but of course there was nothing. Wouldn’t feel anything like that just moments after sex, even with how much he came.

Actually, as the memories finally connected in his skull, wouldn’t feel anything in her belly anyway. He remembered the spell Twilight had cast on his balls, stopping all his little swimmers in their tracks. No matter how much he came, no way he could impregnate a mare. Even one like Pinkie, who had seemed over the moon at the idea of being a mommy.

Still, no reason he couldn’t come back after he’d had Twilight remove the spell, give the pink mare another round of heaven and the foals she wanted. Or bring Pinkie with him to Twilight, do it right there in the crystal palace. Along with Twi, who’d probably beg to have him fuck her and impregnate her as well. And Fluttershy and Marble, can’t leave them out. He’d breed all four of them good and proper, and then, start changing and breeding every other fertile mare in Ponyville….

Wait, what? What was wrong with him? Where did these ideas keep coming from? How could he even think like that. Just going around changing any mare he felt like, it wasn't right. And as for breeding them….He wasn’t ready to be a father, he couldn’t provide a future, he didn’t know enough about the world to raise even one kid right, and here he was somehow daydreaming about having kids with the four mares he’d roped into this mess, and more besides that? This wasn’t like him.

Sex is one thing, but a child - that was forever, it can’t be just something he decided to walk away from because he got bored or didn’t feel anything for their momma.
Yeah...yeah...sex is one thing. Pinkie had been kinda right about that. Sex, without any real feelings, just two bodies using each other for their own pleasure - it hadn’t been so bad. It had felt great having his cock buried all the way inside her, and the things she could do with her tongue had blown him away. He’d have kicked himself if he passed this experience up.

So why did he feel so cold inside now? Why did it feel like there was a hole in his chest? All that passion, that feeling, that pure energy he’d felt just a little while ago with Pinkie, it felt like it was all gone. Why did looking at her sleeping, covered in sweat and her own milk, make him want to start crying, and never stop until he died?

He hadn’t felt that way when he was having sex. As soon as she started lathering his cock up like that, all those thoughts and feelings had gone away. So yeah, Pinkie was right about needing sex without feelings, because the feelings he was experiencing now felt like death.

Was sex the answer? Just mindless, consequence free rutting to drown out this empty feeling?

Did he really have any other option?

He turned, his cocktip decapitating an errant wedding cake. Welp, if he was leaving, he wouldn’t make the same mistake twice. He hiked up the pants Pinkie had given him, the satiny material enveloping his monster easily. Rarity had done wonders with this material, but now the things were covered in sweat, milk, and cake. He’d have to swing by her place to get a couple fresh pairs if he intended to regularly keep going out in public.

He strolled to the front door, and reached for the knob, when a weak voice came from the back kitchen.

“Wait….I….I...want...more….”

Mac grinned. Well, he’d felt great fucking Pinkie the first time. He added two more hours to the 'closed til' sign, locked the door, dropped his pants, and ran back to Pinkies waiting arms.

Author's Note

Apologies for the delay.

Big thank you to Solid G3 Legend and OrangishPurple for proofreading for me.