Fertile Ground

“Lily!” came Rose’s voice and a knock at the door. "Lily, please open up!"

Oh, horseradish sundae surprise! “Hang on, Rose! I just need a minute.” Ngh! Come on! Lily carefully tried to zip up the bottom of her dress, but her thick now-flaccid stallion member kept getting in the way and she wasn’t about to find out what it felt like to tear it open! Having managed the herculean task of pushing her phallus up through the hole and sealing it away without sustaining an awkward and life-threatening injury, she opened the door to Roseluck, waiting patiently behind it.

“Oh, hey!” Roseluck said conspicuously, nervously smoothing her forelock. “Wow! You're looking good there, Lily. Were you planning on going out? Not that that'd be a bad thing if you did but..."

"Rose..." Lily replied breathlessly. "Rose, wasn't you going to be going out?"

Roseluck bit her lip suggestively and traced a hoof lazily across the pink lock of hair caressing her long ears once more. "Yeah, I did say that, didn't I? And I wouldn't mind going somewhere so long as it's with you Lily, but... I just can't think of anywhere I want to be right now other than right here... with my best friend! Who needs those old stallions anyway! Psh!"

Roseluck knows! She can smell the lure of stallion dangler on me somehow. And she probably doesn't even know it's happening! Lily felt it, the first glimmer of hope since she'd been a school-aged filly. The feminine embodiment of sexual prowess had locked on with her irresistible emerald gaze. Lily's stallionhood twitched excitedly against her belly.

Lily had become the hunted.

"Stay here... w-with you, Rose? I'd love too!" Lily savored the feeling of dealing with the intimidating mare on a level plane, looking straight into Roseluck's eyes as an equal for the first time in her life, equipped with all of the bounty nature could give her to pleasure Rose as an equal too.

Roseluck’s eyes locked with Lily’s golden orbs, a strange and inviting feeling creeping into her nethers. She looked like her usual self, her body was curved in a distinctly marelike fashion, but her smell was much richer; the usual floral scent tinged with the earthy scent of wet soil. She wants to... be with me? After everything I put her through? "You are too kind, Lily! All of this time trying to pass you off onto another mare. I could have been spending that time with you!"

Lily heard none of it, already dividing up Roseluck's lovely spoils with her eyes which roamed across Rose’s front, lingering on her neck briefly before tracking their way up one of her long ears so outrageously and excessively long — coated with fine cream-colored hairs that couldn't quite conceal the subtle freckles across their slightly waxy surface which curved upward and back over eighteen inches from their base. Hot blood began to course southward, her magical stallionhood gorging itself greedily on her unrequited love and increasingly unbridled lust, her almost-fully erect phallus pressing defiantly against its fabric prison, now reaching a third of the way across her stomach. Thankfully, the long trim of her dress kept her impressive erection out of sight, allowing her to smile confidently at the mare of her dreams.

I can DO this! she suddenly knew beyond all doubt, and the realization brought a fresh surge of blood into her still-swelling stallionhood which began to throb with each beat of her racing heart. “I’d be honored to make up for lost time, Rose.” She said in a slightly deeper voice than usual, noting her transformation had also brought her up to roughly the same height as her friend. I Just hope she doesn’t notice!

Roseluck smiled bashfully, having not immediately noticed anything amiss despite her roommate’s muted coat color… and her own. “Cool!” She glanced down at Lily’s frilly white dress, lightly pawing at the floor bashfully, even as her marehood began to wink unseen. “Ah… are you alright, Lily? You... y-you look different somehow...” Roseluck's voice faltered slightly as she viewed her friend properly in the doorway. The normally diminished mare whos gaze never quite met Rose's was steady and strong, behind which held a burning resolve the likes of which nopony had ever seen. Is she... sizing me up?

Lily concealed her own confusion at her friend’s change of heart and what she was feeling, bluffing it off with a charming smile. Did she find me out already? Focus, Lily. Stay cool! she told herself even as her stallion meat began to snake its way forward up her belly like a hungry python, rudely indenting her dress as it unfurled its immense length. “Sure, I’m alright. I'm the same old Lily you were talking to earlier, just a bit happier now that I'm spending time with you. We should go check up on Daisy though; I’m not sure about that weird plant…”

“Oh, right!” Roseluck's mind flashed back to the reality facing her boss in the greenhouse. “We need to go save Daisy from the creeper plant! Just imagining what that thing could end up doing to her makes me sick...”

How about what I'm about to do to you, Rose? Lily thought smugly. “Off we go then!” Lily congratulated herself on digging herself out of a jam and followed in Roseluck’s wake, appreciating a good view of her rump in the process — not as large and voluptuous as it would become in a decade, after a heavy diet of oats and sweets, but just as curvy.

Outside, Lily stopped on the front stoop as she noticed the sky was now covered with fluffy pink clouds. “Heh... I didn’t think the Ponyville Weather Team had such a sense of humor!” Lily Valley quipped, sensing something was wrong but not certain what. “Hey, Rose, are you seeing this?”

Roseluck had taken no notice, running over to the greenhouse and looking inside. To her relief, Daisy appeared to be okay, but an oddly jumpy Rose had to suppress a Lily-like scream when she saw Daisy’s hooves reached into the flowerbed, stroking one of its long tendrils. “Um, I think Daisy’s okay, what were you—”

A deafening clap of thunder filled the air, and a sheet of rain fell to earth, an unusual brown rain…

“Eeeeeee!” Roseluck ran back to Lily, as a downpour began soaking the pair of them.

“I asked if you saw the pink clouds. Guess not!” Lily called out jokingly before opening the front door for the pair of them.

Roseluck made it back inside well after Lily, having to circle the greenhouse to cross the yard. By the time the red-head made it back through the door, she was soaked. “But we aren’t supposed to have rain today!” a dripping, wet Rose protested as she reached blindly for the towel by the front door she knew was there for just such an instance. Everypony in Ponyville kept a fresh one by the door for guests caught in the rain, lest they drip everywhere. Clutching the towel in both forehooves and running it over her back, she was able to soak up most of it, leaving her mane and coat streaked with moisture and infused with the sweet smell of cocoa.

Lily’s eyes widened in shock as she picked up the scent coming off Roseluck’s svelte form: Lily’s most favorite drink, the nectar of the goddesses. Chocolate… MILK! Lily licked her lips, swallowing hard to keep from drooling. “Rose, wait!”

Rose ceased her vigorous scrubbing, allowing the towel to lay across her back loosely. She looked at her friend with innocent curiosity. “What’s wrong, Lily?”

Lily hesitated for a moment. Everything, Lily! EVERYTHING about this is wrong! Rose is going to kill you! You are going to kill you! Stop this! Stop — Her thoughts were cut off by the mocking laugh of Discord, “Your lover is waiting!” Lily became lightheaded as she filled out her remaining twenty, impossibly girthy inches; the giddy feeling of power filling her along with a feeling of confidence that she had never known. “N-Nothing. Let me take care of that Rose...” she requested huskily, her voice taking on a slightly sinister tone.

“Really? Are you going to help clean me up? Th-that’s s-so sweet of you Lily!” Struggling to bring up the courage she could only bring herself to stammer, “Y-you’re a good friend, Lily, and I’m sorry I’ve left you alone so much…” she whimpered shyly.

“Apology accepted,” Lily whispered lustfully into her ear. Lily removed the towel from her friend’s back with her teeth and cast it aside. “I won’t be needing this.” Lily returned her attention to Roseluck’s ear. Lily had always appreciated how scandalously erotic they were to her eyes, even if she had no idea why and felt awkward every time she gave her fascination — her obsession — more than a passing consideration. They were audaciously broad near the base, slowly tapering off as they extended further on from her head — the cochlear folds of her ear carved in a distinctly complex arrangement of fur, skin, and cartilage unique to Roseluck alone. Lily trembled slightly from the effort not to start working her tongue on her exotic antihelical fold immediately. “Just relax... R-Rosie. Let Lily take care of... everything...” her eyes went hooded, shaft fully erect.

Rose blinked at her friend’s aggressive tone, then smiled demurely. “Okay. I trust you, Lily.” To prove her point she closed her eyes and bowed slightly in an unheard act of submission for Ponyville’s most aggressive lover.

Lily closed her eyes as well, all to better focus her other senses: the smell of Roseluck’s coat, the feel of her fur on Lily’s forehooves, the sound of her increasingly labored breathing and the impending taste of her lover on Lily’s tongue. Bringing her muzzle to the side of Roseluck’s neck, she took a long, wet lick starting from the base and inching slowly up and over the back of her ear, clipping the erogenous zone common to earth ponies near the tip with a teasing flick. A sharp intake of breath and a gentle moan told Lily, she’d dealt a heavy blow to her old friend and occasional adversary.

“L-Lily! What did you do to me?” Rose fought to steady herself, her tail slashing violently behind her.

“Did you like it —” Lily brushed her lips across the helical rim of her ear, kissing it lightly — “fillyfooler?”

Rose’s eyes went wide at her friend's question, her response catching in her throat. Where words had failed, her body responded with a single drop of hot nectar which began to form on the tip of her clitoris, a shiver sending it tumbling to the floor. The aroused mare looked up at her lover's hungry yellow eyes and feral grin, feeling her last bastion of resistance begin to crumble before her friend's assertiveness and confidence. “I... liked it!” Rose laughed nervously, both anticipating and fearing Lily's next move. “It made me feel really good!” she admitted, immediately stunned that she’d said it.

Roseluck’s reactions didn’t go unnoticed. “Then let your old friend make you feel even better!” Lily continued her ministrations upon her crush’s lovely neck, smoothing the pale yellow coat with her tongue while cleansing it, back and front, of the frothy chocolate milk. Feeling the thump of her lover's jugular against her cheek, Lily growled gently and hungrily before giving the throbbing conduit a slow, probing lick.

Roseluck gave a shuddering gasp and leaned into her friend's wet and writhing member, moaning her encouragement as she felt her inner walls expand to receive a potential stallion's masculine gift.

Unwilling to leave a job half-finished, Lily next moved up to Rose’s muzzle, nuzzling her own against it in a display of dominance, feeling Roseluck's withdraw before giving her upper lip a soft flick of the tongue. Unable to hold back, her precum began to spill from the tip of her endowment, spotting the inside of her long floral dress.

“You’re — ahh! S-such a good friend, Lily! Unnnn…” Was all poor Roseluck would manage as her flower began to weep onto the doorway floor, leaving an intoxicating floral scent hanging thick in the air around them. Through the haze and fog of her altered state, she couldn't ignore the implications of her actions, or her own increasingly desperate whimpering for release — every echo of the word fillyfooler in her head battering her increasingly feeble resistance…

Every stroke of Lily’s tongue only weakening her resolve further.

Sensing Roseluck’s impending climax, Lily took aim at the erogenous zone on Roseluck's right ear Lily knew was ubiquitous to all earth ponies and licked viciously at it before biting down gently, sending Roseluck into a submissive kneeling position — an ancient Equestrian pony instinct undimmed by the passage of time when ponies were mere horses. Animals, governed by physical dominance.

Roseluck gave in with a shrill whinnying cry, gushing several spurts of hot nectar upon the hardwood floor as she allowed herself to be laid down by Lily’s gentle mouth hold; the slickened stream from her marehood extending several feet into the living room. Her barrel was heaving and legs shaking as she lay on her belly, stunned by the sensations she was feeling. “Lily… that was… incredible.”

Lily stood over the fallen mare imperiously and nodded her approval. “I had no idea you were such an obedient little filly, Rose! Roll over so I can check your belly; I think I may have missed a spot down there.”

N-no more! I have to get out of here! I'm not A... Rose forced her thoughts back into her subconscious as she executed her last-ditch effort to escape the situation. She'd rewrite the history of what happened to herself later. “That’s so sweet of you, Lily! But, I don’t think the rain got on me down there, though. I wouldn’t want to impose — ohhh!”

A quick bite to her lovely, long pointed ear and a gentle nudge to Roseluck’s midsection sent the newly submissive mare rolling onto her back without hesitation, her teats and winking marehood exposed as she flagged her tail across the floor — feminine petals dripping nectar down around her tail hole and the hairless ‘dock’ of her red and pink striped tail — patiently awaiting Lily’s next command. Stooping down to a prone position, Lily grasped Roseluck by the flanks, massaging her cutie marks with slow, circular strokes, while brushing the gap between her teats with the short hairs of her muzzle. “That’s a good filly! Now just close your eyes and let your good friend Lily take care of everything!”

“A-anything… for you, Lily!” Roseluck closed her eyes, whimpering under each thrust from Lily’s muzzle. Her refractory period rapidly closing, the fertile mare began to feel the pressure in her loins building again.

Lily knew she could only hold off for so long before plunging herself into the beautiful mare and relieving herself of the terrible burden holding back her seed had become. And yet, she couldn’t waste her one shot without first worshipping her goddess. Having stimulated Rose’s nipples taut with her muzzle brushing, she slowly licked and suckled them, blowing and even snorting gently onto them, adding to the stimulation.

All the while Roseluck writhed on the floor beneath her, moaning and whimpering lest she be overheard and the secret escape out into Ponyville, cupping a hoof over her own mouth to muffle her desperate cries. Unable to contain the breach any longer, Roseluck came again, this time with even greater force and an even louder scream as Lily continued her unrelenting assault. For nearly an entire minute, she was hit by one orgasm after another as her fillyfooling friend licked the source of the surging stream greedily.

Tightening her grip on the squirming mare, Lily opened her mouth and pressed it home, gulping down the flood of sweet nectar with obscene delight, surprised to find it tasted like… vanilla. Forget chocolate milk, this is the best dessert EVER!

Roseluck lay on her back, her hind legs twitching. “You are the most wonderful mare I have ever met,” she squeaked, her throat scratched raw. “I’m s-so sorry I haven’t realized it before this! Forgive me… please?” she all but begged, pawing weakly at Lily with a hoof.

“Forgiveness, you ask? That must be earned, my goddess!” Lily stood up and walked over to Roseluck’s other end where the two of them enjoyed vanilla-accented kisses while Rose recharged again. “We’re just getting started, my wonderful Rose! And I have so much more planned!”