A Heaping Helping of Caramel

by Charyb

Rating: mature
Tags: My Little Pony: Friendship is Magic, Sex, Caramel, Big Macintosh, Slice of Life, Twilight Sparkle
Length: 9199

Caramel was always told he was the biggest slut in Ponyville. After a misfired spell from Twilight, he may well become the biggest slut in Equestria.

Caramel was always told he was the biggest slut in Ponyville. After a misfired spell from Twilight, he may well become the biggest slut in Equestria.

[Macro] [Cute Subby Femboy] [Really Really Gay] [Excessive Cum]

Edited by Megapone. Cover drawn by shinodage.

Published 2015-11-10 00:10:02 UTC
Last updated 2015-11-10 14:52:51 UTC

The Biggest (Pony Version)

The eyes, the eyes, oh the eyes. Caramel whimpered softly to himself as he trotted down market square, keenly, bitingly aware that everypony's gaze was on him. He bit his lip, his cock throbbing. A warm, sticky stain blossomed against his panties, the slick fabric's friction teasing him to ever greater heights. And the eyes! Oh, Celestia, they could see everything. The frilled skirt fluttering at his rear, the lace panties that could only contain his erection at their furthest-stretched limit, and the flushed arousal showing on his face. He was panting like a mare in heat, and every stallion watching knew it.

"B-buy Rarity's new line," he said shakily as a couple passed him. He stifled a moan, his rear legs rubbing together. "P-perfect for... for mares."

The mare only giggled. The stallion glanced back toward his crotch, sizing him up, and apparently feeling a little short. His expression remained stoic, but his face paled, a much more modest endowment shrinking between his own legs. "Thanks," he muttered, ushering the mare along. "We'll keep that in mind."

The walk had been Rarity's idea. A publicity stunt to advertise her boutique's daring new line. She couldn't have asked her friends — they'd all been too busy to help. Applejack working on the farm, Rainbow Dash practicing flight techniques, Twilight studying some strange new spell, et cetera. She didn't know a single friend who wasn't busy that day, but she did know a certain stallion who owed her favors. For months Rarity had been his supplier, providing him a steady stream of designer mare's clothing at discount prices. He should have guessed it was too good to be true, that there would be a string attached somewhere, but he'd never been able to help himself.

He was addicted to the sight of himself in the mirror: Ponyville's prettiest stallion, dressed in such pretty clothing. It made him so hard! Panties stretched so tightly over his heavy balls, straining impotently against the monstrous bulge between his legs. The image of a girly stallion's flank had practically burned itself in his mirror, waiting for a much bigger, manlier stallion to mount him and rut him like the little mare he was. He'd cum so many times to that fantasy, and when Rarity had knocked on his door with her proposal, he didn't hesitate to accept. Not just because he owed her, but because he'd never wanted anything more than an excuse to put on a show for real.

"And what a perfect model you are!" she had said while measuring his hips. His wide, flaring, marelike hips. Caramel was a paradox of a stallion: lithe and slender in the front, as if all his mass had wound up at the rear. He would have had the figure of a proper broodmare, if not for the dark-skinned monster swinging between his legs, attended by two orange-sized balls that never felt entirely empty. The size of it gave even Rarity cause for concern, a hint of worry spread across her features as her magic struggled to stuff it into the outfit. "It's better this way," she'd muttered, only half to him. "Ponies will see that my clothes can stand up to anything."

"Eep!" Caramel jumped as the bands of his panties snapped against his flank, breaking him from his daydreams. The motion rippled through his generous rear, waves and counterwaves. A watching unicorn must have been unable to control herself... or himself. He gulped at the thought, a trail of precum followed his steps in a steady drip, drip, drip. His panties were soaked so thoroughly now they could hardly contain his own arousal. He sighed as a gentle breeze blew past, soothing both the heat of his blush and the much greater heat burning at his rear. But even that was only temporary. Ponies were watching, whispering, giggling, and the attention turned him on like nothing ever had before. Whatever relief a cool wind brought could only fuel the fire, teasing him with the prospect of a proper release.

"Are you sure she's a he? With those hips?"

"Just look between his legs! How does it all fit?"

"Did you see it jiggle?"

"I've seen firmer jello molds!"

Red, redder, and scarlet. Caramel didn't know himself how his cock fit in those panties, stretched and drenched until they looked painted on. He wanted nothing more than a stallion to break from the crowd and tear them like wet tissue paper, to simply walk up and claim him as their own. The attention burned, oh it burned, but it would only be complete if someone took the bait he was waggling in front of their eyes. A few stallions looked interested, aroused even, but his heart sank when none dared make the first move. They whispered, they tittered, and by Celestia they ogled, but none of them were man enough to take him as their mare.

Far from a turn-off, though, it only made him more needy, more desperate, more brazen. He stopped to stretch his legs out, presenting so obviously he could swear he'd popped a few eyes. A lewd moan escaped his lips, every breath a little harder as his need only grew. The skirt, far from hiding anything, was the perfect frame for his perfect, heart-shaped ass. Plush cheeks, almost made to be gripped, spanked, used. Luscious, fluffy buns to cradle a thick, meaty shaft. He was a slut, and he knew it, and he'd always known it. Even the hoofshoes of his cutie mark were a message to the world: start with hooves here, and get that cock somewhere between them. He wouldn't say it — it ruined half the fun to just scream "Fuck me!" — but he'd advertise it in every other way possible. Caramel was the biggest, prettiest slut in the whole town, and he'd be damned if he wasn't going to prove it.

As luck — or perhaps fate would have it — Caramel would get his wish and then some. Not too far off, only a block down the road, a pony was casting a spell. The magic charged, collecting at her horn, ready to be fired... and then, at the last moment, a neck turned, a head swerved, a horn changed directions. The spell lanced outward as a bolt of pure lavender energy, missing the apple it had been intended for by a country mile and heading on its way to a new target. Over the heads of a dozen ponies it traveled, whizzing through the air until it struck its first victim: a market stall. The spell bounced off a half-price mirror for sale, ricocheted off a bowl, and finally hit a certain femmy stallion square in the cutie mark.

"Mmm," he purred as his mark glowed for a minute, a pleasant warmth spreading through the bulk of his flank. "Ah..." The warmth ran up his shaft, thrumming in a rhythm, as if it were trying to milk him to orgasm. It pooled also in his sac, the heat sending his balls into a frenzy. He could feel them gurgling, churning, pressing against the tight fabric of his panties as they swelled with fresh seed. The pressure was too much for him, a single-word whimper pushing up from his lips: "More."

And more he got. The panties were the first to go, the bands snapping feebly against his surging erection. His dick, already huge and getting bigger, flopped free of its fabric prison, grapefruit-sized testicles slapping wetly against his thighs. Pre drooled from its fat, flaring head, a thin stream of sticky juices soaking into the thirsty earth below. Its growth only seemed encouraged by breaking out of its first cage, swelling thicker and longer with every beat of his racing heart. The rest of him followed suit in short order. His legs stretched longer, stronger. His ass filled out fatter, thicker. His eyes glassed over as he gave himself into the pleasure, throat rumbling with the loudest, lewdest moan of them all.

He couldn't say when he'd outgrown the skirt, or when he'd fallen to his haunches and wrapped his hooves 'round his cock, and he didn't care. His hooves ran furiously over his length, slickened by the rivers of cum that flowed down his cock. They ran along veins, slowed briefly by the shelf of his medial ring, before pooling in a growing puddle at the base of his swelling nuts. He was dimly aware of the crowd below, retreating from space before his advancing hips claimed it, backing away from the rising precum tide. And watching. Always watching. His hooves quickened, tongue lolling out of his mouth as he imagined everything that must have been running through their heads. Before they might have seen him as nothing but a big slut, and now they had to admit that he was a huge slut. The stallions were staring at him, not just with a mixture of amusement and desire, but also a sense of awe. Nopony had claimed him before, and now nopony could. He was a big mare, a growing mare, and he needed a stallion at least as big to give him the rutting he so desperately needed.

"Oh dear, oh no..." A familiar voice registered in his ear. He ignored it at first, hooves still stroking his shaft in pursuit of that perfect, unreachable orgasm, but the tingling grip of unicorn magic froze his hooves in place.

"Ngh!" He whimpered, thrusting weakly upward to recapture some of that delicious friction against his frozen hooves, but it just wasn't enough. Caramel panted with need, eyes searching desperately for the source of the voice. Who had stopped him? He'd been so close!

Princess Twilight flitted in front of his face, smaller than a single cerulean eye. "Caramel!" she exclaimed, not quite angry, but almost surprised. "I'm so sorry! That spell wasn't meant to hit you at all! I was trying to grow an apple, but Spike distracted me at the last second!" She sniffed at the air, then sniffed again, glancing down at the towering erection between his legs. Throbbing with need, desperate for stimulation. Her cheeks blushed bright red. "Not good, not good..." she muttered.

"I'll... I'll say," Caramel panted, desperate for release. He needed to be fucked now, needed to be filled like the little filly he was. Or should have been. No stallion in Equestria could do that for him if he was fifty feet tall. "Can you fix me?"

"I don't know..." Twilight said. Her gaze remained locked on his manhood, her wings noticeably stiffer as they flapped. "The spell said it could only be undone once you're satisfied with the results, but that can't be right. This certainly isn't a satisfying result! But there has to be more to it. I'll check my books and get back here as fast as I can." She released the spell holding his hooves in place, staring sternly at him. "Do not masturbate while I'm gone. I know you're... having some difficulties right now... but you need to avoid doing anything that could endanger the town. Okay?"

"...Okay." Caramel nodded unhappily. For the town, he supposed he could hold it in, but it wouldn't be easy. His cock throbbed again, a blob of pre running down his shaft. He bit his lip, the heat between his legs worse than ever. This was going to be very hard. "No touching, I promise."

"Good." Twilight nodded, flitting off toward her castle. "I'll be back as soon as I can!"

"Hurry!" he boomed after her, catching a drifting hoof before it reached his shaft. This was impossible. He could barely keep his hooves off himself for a minute, much less however long it would take Twilight to fix it. What he needed was to take his mind off it, to do something else while he waited. The ground shook as he clambered to his hooves. "I think I'll go for a walk..."

Walks usually helped clear his mind. A little fresh air after being cooped up in his sex-soaked bedroom always put him in a good mood. But those walks only helped when he couldn't be noticed, his perpetual arousal masked beneath the appearance of a short, almost feminine stallion. A fifty foot Caramel could not be ignored, no matter how desperately he wanted to be. The earth trembled at his every step, his wrecking-ball sack slapping thunderously against his hind legs. A dick thicker than any stallion's body swung wildly as he walked, flinging drops of thick, copious pre every which way.

He didn't want to notice that. Ponies were staring. Stallions who'd always stood taller than the old Caramel were buried in little (to him!) drops of sticky passion. His dick slammed awkwardly into everything in reach. He groaned as it caught on the town fountain, jets of pure water stimulating him to no end. That didn't last long. A minute of that later, the fountain no longer flowed with water. It overflowed now with something murky, off-white, and warm, its pumps clogged beyond repair. He flushed in embarrassment and walked — quietly as he could manage — onward.

The problem with walking was that it exposed him, and Caramel's own bedroom was stained with fantasies of exposure. He'd never imagined it on such a massive, overwhelming scale, but somehow that only made it hotter. The mere thought of being so lewd, so on-display made his dick twitch, and now he was too big for anyone to look anywhere else. Where his fantasies had only distracted him before, now it felt like he was stumbling in a sexual haze, lost in his own arousal.

A massive hoof, hardly aware of where it was going, collided with a statue, and Caramel stumbled for real. The whole town shook as he tottered, trying to regain balance, and he found it eventually... on the Town Hall. His front legs sank slightly into the roof as he rested them on it, the whole structure struggling to hold his weight. He sighed in relief, glad he hadn't broken anything in a fall. Then he shifted his weight, and sighed for another reason entirely. Somehow or another, his battering ram of a dick had buried itself in Town Hall's second floor.

"S-sorry! Oh, what a mess..." He groaned, trying to find the least pleasurable way to remove himself from Ponyville's political center. It was like trying to throw an egg without cracking it. The way he was now, everything felt good. The rough friction of the walls, plush carpeting adding texture, even the secretaries inside, beating their hooves against his shaft in some futile show of resistance. He wanted to beg them to stop, but the words lost themselves in his throat. Promise to Twilight be damned. He needed this, and he needed it now.

"Oooh..." His hips shifted, the effort to pull out devolving into a light thrusting rhythm. Balls, already swollen with fresh seed, kicked into overdrive, gallons and gallons of cum leaking from his cock and into Town Hall. "I'm sorry, but I — mmm, ah! — I need this!" Ponies were evacuating the building en masse, pegasi pulling earth ponies and unicorns from the second floor to safety. The ground floor windows fogged with humidity, a rising line of cream soaking the glass. Walls creaking and cracking as his truck-like hips collided with them. Slowly, gently at first, but then faster and faster, rougher and rougher, until... "Fuck!" He gasped as the orgasm hit, a little one, balls draining into the building, windows and doors exploding with his juices

"T-thanks," he grunted, softened dick sliding easily from the flooded Town Hall. "I'll... I'll help clean that up later. I promise."

He felt better now, after that... or, at least for the time being. Unloading a whole building's worth of cum had provided him with some temporary relief, but it wasn't long before his libido returned with a vengeance. Only minutes later, his balls were churning with a new batch, swelling as they filled with yet more cum. The heat in his crotch was burning once more, cock stiffening to full mast. He wiggled his hips, seized with a need for more. Fucking a building whole had been fun, but it wasn't real. It wasn't sensual. He needed a stallion to take him and fill him. Nothing else would satisfy.

But plenty else would fill the void, for however long he had to wait. He turned his gaze across Ponyville, to Sweet Apple Acres. He licked his lips. The farm's silo would make a good dildo at his size, wouldn't it? And it was so far away from town that he wouldn't have to worry about any damage. Princess Twilight couldn't blame if he wanted to minimize the destruction, could she?

Sweet Apple Acres was normally a half-hour's journey from town center, but at his size the distance could be covered easily at a brisk trot. His pace quickened, erection swinging wildly between his legs, marking more than a few unfortunate buildings with kisses from its cum-soaked tip. The more he thought about it, the more he realized he needed it. He wanted to be filled, and he was going to be filled. At his size, what other choice did he have?

He was careful with the apple trees, damaging as few as he could with hooves the size of carriages. Thump, thump, thump. More than a few apples were shaken free of their branches from the shockwaves alone, other trees held their apples fast, with some help from the sticky pre-cum soaking their branches. Soon enough, he reached the silo, a big, solid cylinder, rounded at the top. The perfect dildo for ponies fifty feet and up. His heart pitter-pattered as he realized that, even from this distance, ponies in town would still be watching him on the horizon. The Town Hall had been an accident, but after this it would be hard for anypony to doubt that Caramel was the biggest slut in town. A hoof dipped down toward his dripping cock, wetting itself with his juices. He raised it up and smeared it across the silo, lubricating the tower for a slicker entry. The first swipe didn't get all that much coverage, but there was plenty more where that had come from. The two cum-factories churning between his thighs all but ensured there'd be enough.

He absorbed himself in the work, hoof pawing absently at his erection as he prepared his dildo-to-be. It didn't take long before it shone in the light, reflecting a faint purple glow. If he'd noticed, he didn't care. The vision of his ass bouncing on that silo consumed all other thoughts. The anticipation excited him, aroused him. Every second he spent waiting for that final, perfect moment, made him shake all the harder. Thump, thump, thump. His heart was beating so fast that it felt almost like an earthquake in his chest.

Thump. Thump. Thump. Caramel stopped as he realized that wasn't his heart, nor was it his own multi-ton hoofsteps. A familiar voice sounded in his ear. "There you are, Caramel!" Princess Twilight said cheerily. "What excellent timing. We were going to go looking for you, but it seems you've already found us."

"We?" he turned slowly, coming face to flared head with an enormous black cock. Behind the pillar stood a wall of red fur, his head only reaching chest height to the cock's owner. Caramel's mouth went dry. He'd recognize that fur, that cock, that masculine smell anywhere. He looked up to see the serenely smiling face of Big Macintosh. The town's biggest stallion, looking down on the town's biggest slut.

"Howdy."

"H-howdy," Caramel stuttered, hardly daring to believe his own eyes. If there were any stallion in Ponyville man enough to make him feel like a mare, big enough to dwarf even him in the dick department — and everywhere else — it was Big Mac. "You're... you're very big."

"Yep." Big Mac nodded, a blob of pre, bigger than any Caramel had ever put out, casually rolled down his throbbing shaft. "That's what they say."

"I realized what the spell meant when it said you had to be satisfied with the results," Twilight said. "And after talking with Rarity, I figured out what it would take to get something... satisfying for you." She giggled, clearly pleased with herself. "The original plan was to grow an apple, after all, and this is the best Apple you'll ever have. But don't take my word for it. Big Mac?"

Big Mac climbed wordlessly — certainly not silently — to his hooves, and motioned Caramel to do the same. He trotted around Caramel, looking him over, as if inspecting him like a prize. Whap! Caramel gasped as he felt the sharp sting of a hoof slapping his flank. A mound of squishy rear-fat jiggled and quaked, the flesh reddening ever so slightly where the hoof had landed. Big Mac nodded approvingly. "Heard what you did in town. You've been a naughty pony."

"Y-yes, sir!" Caramel whimpered. His cock had never been harder in his life, leaking pre like a faucet in anticipation of what was coming. He was thirsty for that cock, starving for it. And he'd do or say whatever it took to get it inside him. "I've been a naughty little pony! No matter what I do, I get naughtier and naughtier. I can’t wear anything my dick won’t tear into shreds. My cum’s on half the town!” A little moan escaped as he remembered that.  “I just can't restrain myself!"

"Fucked the Town Hall, didn't ya?"

"I did!" he whined. He'd felt bad about it at the time, but only now did he feel ready to take full responsibility for it. "I'm such a slut! I love it when ponies see! I used the whole Town Hall as a cum dump because I couldn't hold it in, and I loved it even more because they saw every last minute of it!"

"And after Twilight told ya not to cause trouble." Big Mac tsked. "No restraint, huh?" He circled around to Caramel's rear, the dark, puffy ring of Caramel's anus winking open and shut. "Well, Apple stallions have got a cure for that."

"Eek!" Caramel's knees nearly buckled as Big Mac climbed up on his flank, hooves eclipsing his little mare's cutie mark. The sky above him was replaced by a solid mass of raw testosterone and heaving red muscle. He could feel the impossibly thick head of Mac's cock, pressing lightly on his pucker. Mac's balls swung pendulously between his legs, churning up a lake's worth of pre to make sure Caramel's entrance was nice and slick.

"Cure for no restraint," Big Mac continued. "Is to pump ya with some." He leaned in, whispering huskily into Caramel's ear. "Ready for your punishment?"

Caramel's brain had nearly shut down. One sentence was all he needed: "Oh, Celestia, yes."

Mac's head slid in with the barest resistance, and the rest of him kept sliding. Yard after yard of sweat-soaked, cum-soaked cockflesh.Caramel gasped. Forget the silo, forget anything, Big Mac was bigger than all of them, easily. The dick — a real stallion's dick — pulsed mightily with his beating heart, shaking Caramel with every throb and forcing his body to march to Big Mac's rhythm. He tried to clamp down, his muscles working to milk the shaft filling him, but there was hardly any give to work with. It was so tight! Caramel didn't feel like a fucking partner as much as he did a cocksleeve, wrapped lovingly around Big Mac for the stallion's own pleasure. He could barely feel his own heartbeat through the drumlike thumpa-thump of Big Mac's, dominated by the massive Apple at the most basic level.

"Nngh!" His eyes rolled back in his head when Big Mac finally hilted, his beyond-plush hips absorbing most of the shock of the impact. He could feel Big Mac's balls, half again as big as his own. He could hear them, shifting and sloshing as they crashed thunderously against his flank. Celestia, everything about him was big! Mac's cock was working him like a piston, an unstoppable force cramming his insides into his front as it pushed in from the back. Rope after rope of thick white cum shot from his own dick, forced out by the impossible pressure of that monstrous stallionhood, knocking trees over by sheer inertia. Soon enough the whole orchard was mired in a haze of sweat and sex, driving Caramel's lust even further. "Please, more!" he whimpered. "Faster! Harder! HARDER!"

"See?" Big Mac grunted. Breathing ragged, but only just. "No restraint. Bet you never even had a proper stallion teach it to you."

"Never!" Caramel squeaked, the air squeezed from his lungs by another thrust. "I'm a sissy little slut who can't hold himself in! I need a real stallion to show me how." He could feel it coming, the orgasm building in Big Mac's titanic balls. The pace was quickening. Thrust, organs pushed aside, the intruder hungrily swallowing all available space. Slap, cum-filled nuts slammed against his rear, pumping him with warm pre. Pull, a brief respite for the next round of the cycle. Repeat. The tempo picked up: thrust, slap, pull, repeat. Thrust slap pull repeat. Thrustslappullrepeat. Caramel chose his last words with care: "I. NEED... YOU!"

His world went white. The orgasm spilled from Big Mac's dick like a dam breaking loose, a flood of hot, thick cum pouring straight into his stomach. Cum, cum, and even more cum, in massive, belly-filling spurts. He could feel himself expanding, stomach inflating like the world's biggest water balloon. He was full to the brim, and still Big Mac came. Balls bigger than the Apple family barn eager to fill him until he burst.

"Thank... you..." he sighed, as spurts tapered off. He hadn't burst, but he'd come damn close, skin stretched to its limit. If he'd ever wondered how Rarity's poor panties felt, now he knew. Mac released him, cock sliding out with a wet schlick. A trickle of cum, drops the size of any normal pony, followed after it. Caramel rolled to the ground in an earth-shaking thud, cradling the mother of all swollen stomachs. He jiggled it slightly with his hooves, giggling in the afterglow of orgasm. "Urp." Something came up his throat, salty and gluelike. He swallowed it back down with a grimace. "Fuller than I thought."

He hardly even felt himself shrinking. Eyes closed, basking in relief, his only clue was the feeling of grass sliding gently beneath his receding form. For the first time he could remember, he was satisfied, balls drained utterly of their contents — most of it landing on the Apple family's farm.

"Well!" He heard Twilight's voice somewhere in the distance. Far above him, maybe, talking with Big Mac. "Glad to see that worked... Sort of. At least Caramel seems satisfied, doesn't he?"

"Yep." Big Mac's voice was above him, too, but booming. Much deeper, trees shaking with the force of a single word. Caramel cracked an eye open, mouth falling open in awe as he saw Big Mac's train-sized erection hanging above him, balls several times his size visibly expanding as they refilled themselves. "Now, tell me, Twi: How're y'all planning to satisfy me?"

The Biggest (Anthro Version)

The eyes, the eyes, oh the eyes. Caramel whimpered softly to himself as he walked down market square, keenly, bitingly aware that everypony's gaze was on him. He bit his lip, his cock throbbing. A warm, sticky stain blossomed against his panties, and upward into his skirt, the slick fabric's friction teasing him to ever greater heights. A frilled skirt fluttered at his hips, only just long enough to hide absolutely nothing. And the eyes! Oh, Celestia, they could see everything. Any wandering glances would easily make out a pair of black lace panties, struggling his erection at their furthest-stretched limit, and of course the flushed arousal on his face. He was panting like a mare in heat, and every stallion watching knew it.

"B-buy Rarity's new line," he said shakily as a couple passed him. He stifled a moan, his rubbing his thighs together for that extra bit of attention. "P-perfect for... for mares."

The mare only giggled. The stallion glanced down toward his crotch, sizing him up by the bulge lifting his skirt, and apparently feeling a little short. His expression remained stoic, but his face paled, the bulge in his pants shrinking in retreat. "Thanks," he muttered, ushering the mare along. "We'll keep that in mind."

The walk had been Rarity's idea. A publicity stunt to advertise her boutique's daring new line. She couldn't have asked her friends — they'd all been too busy to help. Applejack working on the farm, Rainbow Dash practicing flight techniques, Twilight studying some strange new spell, et cetera. She didn't know a single friend who wasn't busy that day, but she did know a certain stallion who owed her favors. For months Rarity had been his supplier, providing him a steady stream of designer mare's clothing at discount prices. He should have guessed it was too good to be true, that there would be a string attached somewhere, but he'd never been able to help himself.

He was addicted to the sight of himself in the mirror: Ponyville's prettiest stallion, dressed in such pretty clothing. It made him so hard! Panties stretched so tightly over his heavy balls, straining impotently against the monstrous bulge between his legs. The image of a girly stallion's ass had practically burned itself in his mirror, waiting for a much bigger, manlier stallion to throw him on the bed and fuck him like the little mare he was. He'd cum so many times to that fantasy, and when Rarity had knocked on his door with her proposal, he didn't hesitate to accept. Not just because he owed her, but because he'd never wanted anything more than an excuse to put on a show for real.

"And what a perfect model you are!" she had said while measuring his hips. His wide, flaring, marelike hips. Caramel was a paradox of a stallion: lithe and slender up top, as if all his mass had sunken into his rear. He would have had the figure of a proper broodmare, if not for the dark-skinned monster swinging between his legs, attended by two orange-sized balls that never felt entirely empty. The size of it gave even Rarity cause for concern, a hint of worry spread across her features as her magic struggled to stuff it into the outfit. "It's better this way," she'd muttered, only half to him. "Ponies will see that my clothes can stand up to anything."

"Eep!" Caramel jumped as the bands of his panties snapped against his flank, breaking him from his daydreams. The motion rippled through his generous rear, waves and counterwaves . A watching unicorn must have been unable to control herself... or himself. He gulped at the thought, a trail of precum followed his steps in a steady drip, drip, drip. His panties were soaked so thoroughly now they could hardly contain his own arousal. He sighed as a gentle breeze blew past, soothing both the heat of his blush and the much greater heat burning between his legs. But even that was only temporary. Ponies were watching, whispering, giggling, and the attention turned him on like nothing ever had before. Whatever relief a cool wind brought could only fuel the fire, teasing him with the prospect of a proper release.

"Are you sure she's a he? With those hips?"

"Just look between his legs! How does it all fit?"

"Did you see it jiggle?"

"I've seen firmer jello molds!"

Red, redder, and scarlet. Caramel didn't know himself how his cock fit in those panties, stretched and drenched until they looked painted on. He wanted nothing more than a stallion to break from the crowd and tear them like wet tissue paper, to simply walk up and claim him as their own. The attention burned, oh it burned, but it would only be complete if someone took the bait he was waggling in front of their eyes. The skirt hid nothing, less than nothing, and eventually they'd realize there was a reason for that. A few stallions looked interested, aroused even, but his heart sank when none dared make the first move. They whispered, they tittered, and by Celestia they ogled, but none of them were man enough to take him as their mare.

Far from a turn-off, though, it only made him more needy, more desperate, more brazen. He stopped to bend over, looking at nothing in particular on the ground. His raised tail kept the skirt from covering any of the goods, accentuating his ass and presenting so obviously he could swear he'd popped a few eyes. A lewd moan escaped his lips, every breath a little harder as his need only grew. His skirt, far from hiding anything, was the perfect frame for his perfect, heart-shaped ass. Plush cheeks, almost made to be gripped, spanked, used. Luscious, fluffy buns to cradle a thick, meaty shaft. He was a slut, and he knew it, and he'd always known it. Even the hoofshoes of his cutie mark were a message to the world: hands here, and get that cock somewhere between them. He wouldn't say it — it ruined half the fun to just scream "Fuck me!" — but he'd advertise it in every other way possible. Caramel was the biggest, prettiest slut in the whole town, and he'd be damned if he wasn't going to prove it.

As luck — or perhaps fate would have it — Caramel would get his wish and then some. Not too far off, only a block down the road, a pony was casting a spell. The magic charged, collecting at her horn, ready to be fired... and then, at the last moment, a neck turned, a head swerved, a horn changed directions. The spell lanced outward as a bolt of pure lavender energy, missing the apple it had been intended for by a country mile and heading on its way to a new target. Over the heads of a dozen ponies it traveled, whizzing through the air until it struck its first victim: a market stall. The spell bounced off a half-price mirror for sale, ricocheted off a bowl, and finally hit a certain femmy stallion square in the cutie mark.

"Mmm," he purred as his mark glowed for a minute, a pleasant warmth spreading through the bulk of his tush. "Ah..." The warmth ran up his shaft, thrumming in a rhythm, as if it were trying to milk him to orgasm. It pooled also in his sac, the heat sending his balls into a frenzy. He could feel them gurgling, churning, pressing against the tight fabric of his panties as they swelled with fresh seed. The pressure was too much for him, a single-word whimper pushing up from his lips: "More."

And more he got. The panties were the first to go, the bands snapping feebly against his surging erection. His dick, already huge and getting bigger, flopped free of its fabric prison, grapefruit-sized testicles slapping wetly against his thighs. Pre drooled from its fat, flaring head, a thin stream of sticky juices soaking into the thirsty earth below. Its growth only seemed encouraged by breaking out of its first cage, swelling thicker and longer with every beat of his racing heart. The rest of him followed suit in short order. His legs stretched longer, stronger. His ass filled out fatter, thicker. His eyes glassed over as he gave himself into the pleasure, throat rumbling with the loudest, lewdest moan of them all.

He couldn't say when he'd outgrown the skirt, or when he'd fallen on his rear and wrapped his hands 'round his cock, and he didn't care. He stroked himself furiously, length slickened by the rivers of cum that flowed down his cock. They ran along veins, slowed briefly by the shelf of his medial ring, before pooling in a growing puddle at the base of his swelling nuts. He was dimly aware of the crowd below, retreating from space before his advancing hips claimed it, backing away from the rising precum tide. And watching. Always watching. His pace quickened, tongue lolling out of his mouth as he imagined everything that must have been running through their heads. Before they might have seen him as nothing but a big slut, and now they had to admit that he was a huge slut. The stallions were staring at him, not just with a mixture of amusement and desire, but also a sense of awe. Nopony had claimed him before, and now nopony could. He was a big mare, a growing mare, and he needed a stallion at least as big to give him the rutting he so desperately needed.

"Oh dear, oh no..." A familiar voice registered in his ear. He ignored it at first, still stroking his shaft in pursuit of that perfect, unreachable orgasm, but the tingling grip of unicorn magic froze his arms in place.

"Ngh!" He whimpered, thrusting weakly upward to recapture some of that delicious friction against his frozen fingers, but it just wasn't enough. Caramel panted with need, eyes searching desperately for the source of the voice. Who had stopped him? He'd been so close!

Princess Twilight flitted in front of his face, smaller than a single cerulean eye. "Caramel!" she exclaimed, not quite angry, but almost surprised. "I'm so sorry! That spell wasn't meant to hit you at all! I was trying to grow an apple, but Spike distracted me at the last second!" She sniffed at the air, then sniffed again, glancing down at the towering erection between his legs. Throbbing with need, desperate for stimulation. Her cheeks blushed bright red. "Not good, not good..." she muttered.

"I'll... I'll say," Caramel panted, desperate for release. He needed to be fucked now, needed to be filled like the little filly he was. Or should have been. No stallion in Equestria could do that for him if he was fifty feet tall. "Can you fix me?"

"I don't know..." Twilight said. Her gaze remained locked on his manhood, her wings noticeably stiffer as they flapped. Her hand wandered aimlessly, idly exploring her generous curves. "The spell said it could only be undone once you're satisfied with the results, but that can't be right. This certainly isn't a satisfying result! But there has to be more to it. I'll check my books and get back here as fast as I can." She released the spell holding his arms in place, staring sternly at him. "Do not masturbate while I'm gone. I know you're... having some difficulties right now... but you need to avoid doing anything that could endanger the town. Okay?"

"...Okay." Caramel nodded unhappily. For the town, he supposed he could hold it in, but it wouldn't be easy. His cock throbbed again, a blob of pre running down his shaft. He bit his lip, the heat between his legs worse than ever. This was going to be very hard. "No touching, I promise."

"Good." Twilight nodded, flitting off toward her castle. "I'll be back as soon as I can!"

"Hurry!" he boomed after her, catching a drifting finger as it traced a vein along his shaft. This was impossible. He could barely keep his hands off himself for a minute, much less however long it would take Twilight to fix it. What he needed was to take his mind off it, to do something else while he waited. The ground shook as he clambered to his hooves. "I think I'll go for a walk..."

Walks usually helped clear his mind. A little fresh air after being cooped up in his sex-soaked bedroom always put him in a good mood. But those walks only helped when he couldn't be noticed, his perpetual arousal masked beneath the appearance of a short, almost feminine stallion. A fifty foot Caramel could not be ignored, no matter how desperately he wanted to be. The earth trembled at his every step, his wrecking-ball sack slapping thunderously against his hind legs. A dick thicker than any stallion's body swung wildly as he walked, flinging drops of thick, copious pre every which way.

He didn't want to notice that. Ponies were staring. Stallions who'd always stood taller than the old Caramel were buried in little (to him!) drops of sticky passion. His dick slammed awkwardly into everything in reach. He thought briefly that he could cool himself off on a fountain, groaning as jets of pure water massaged his sensitive sack. That didn't last long. A minute of that later, the fountain no longer flowed with water. It overflowed now with something murky, off-white, and warm, its pumps clogged beyond repair. He flushed in embarrassment and walked — quietly as he could manage — onward.

The problem with walking was that it exposed him, and Caramel's own bedroom was stained with fantasies of exposure. He'd never imagined it on such a massive, overwhelming scale, but somehow that only made it hotter. The mere thought of being so lewd, so on-display made his dick twitch, and now he was too big for anyone to look anywhere else. Where his fantasies had only distracted him before, now it felt like he was stumbling in a sexual haze, lost in his own arousal.

A massive hoof, hardly aware of where it was going, collided with a statue, and Caramel stumbled for real. The whole town shook as he tottered, trying to regain balance, and he found it eventually... on the Town Hall. His hands sank slightly into the roof as he rested them on it, the whole structure struggling to hold his weight. He sighed in relief, glad he hadn't broken anything in a fall. Then he shifted his weight, and sighed for another reason entirely. Somehow or another, his battering ram of a dick had buried itself in Town Hall's second floor.

"S-sorry! Oh, what a mess..." He groaned, trying to find the least pleasurable way to remove himself from Ponyville's political center. It was like trying to throw an egg without cracking it. The way he was now, everything felt good. The rough friction of the walls, plush carpeting adding texture, even the secretaries inside, beating their fists against his shaft in some futile show of resistance. He wanted to beg them to stop, but the words lost themselves in his throat. Promise to Twilight be damned. He needed this, and he needed it now.

"Oooh..." His hips shifted, the effort to pull out devolving into a light thrusting rhythm. Balls, already swollen with fresh seed, kicked into overdrive, gallons and gallons of cum leaking from his cock and into Town Hall. "I'm sorry, but I — mmm, ah! — I need this!" Ponies were evacuating the building en masse, pegasi pulling earth ponies and unicorns from the second floor to safety. The ground floor windows fogged with humidity, a rising line of cream soaking the glass. Walls creaking and cracking as his truck-like hips collided with them. Slowly, gently at first, but then faster and faster, rougher and rougher, until... "Fuck!" He gasped as the orgasm hit, a little one, balls draining into the building, windows and doors exploding with his juices

"T-thanks," he grunted, softened dick sliding easily from the flooded Town Hall. "I'll... I'll help clean that up later. I promise."

He felt better now, after that... or, at least for the time being. Unloading a whole building's worth of cum had provided him with some temporary relief, but it wasn't long before his libido returned with a vengeance. Only minutes later, his balls were churning with a new batch, swelling as they filled with yet more cum. The heat in his crotch was burning once more, cock stiffening to full mast. He wiggled his hips, seized with a need for more. Fucking a building whole had been fun, but it wasn't real. It wasn't sensual. He needed a stallion to take him and fill him. Nothing else would satisfy.

But plenty else would fill the void, for however long he had to wait. He turned his gaze across Ponyville, to Sweet Apple Acres. He licked his lips. The farm's silo would make a good dildo at his size, wouldn't it? And it was so far away from town that he wouldn't have to worry about any damage. Princess Twilight couldn't blame if he wanted to minimize the destruction, could she?

Sweet Apple Acres was normally a half-hour's journey from town center, but at his size the distance could be covered easily at a brisk trot. His pace quickened, erection swinging wildly between his legs, marking more than a few unfortunate buildings with kisses from its cum-soaked tip. The more he thought about it, the more he realized he needed it. He wanted to be filled, and he was going to be filled. At his size, what other choice did he have?

He was careful with the apple trees, damaging as few as he could with hooves the size of carriages. Thump, thump, thump. More than a few apples were shaken free of their branches from the shockwaves alone, other trees held their apples fast, with some help from the sticky pre-cum soaking their branches. Soon enough, he reached the silo, a big, solid cylinder, rounded at the top. The perfect dildo for anyone fifty feet and up. His heart pitter-pattered as he realized that, even from this distance, ponies in town would still be watching him on the horizon. The Town Hall had been an accident, but after this it would be hard for anypony to doubt that Caramel was the biggest slut in town.

A finger dipped down toward the tip of his dripping cock, wetting itself with his juices. He raised it up and smeared it across the silo, lubricating the tower for a slicker entry. The first swipe didn't get all that much coverage, but there was plenty more where that had come from. The two cum-factories churning between his thighs all but ensured there'd be enough.

He absorbed himself in the work, one hand pawing absently at his erection as he prepared his dildo-to-be. It didn't take long before it shone in the light, reflecting a faint purple glow. If he'd noticed, he didn't care. The vision of his ass bouncing on that silo consumed all other thoughts. The anticipation excited him, aroused him. Every second he spent waiting for that final, perfect moment, made him shake all the harder. Thump, thump, thump. His heart was beating so fast that it felt almost like an earthquake in his chest.

Thump. Thump. Thump. Caramel stopped as he realized that wasn't his heart, nor was it his own multi-ton hoofsteps. A familiar voice sounded in his ear. "There you are, Caramel!" Princess Twilight said cheerily. "What excellent timing. We were going to go looking for you, but it seems you've already found us."

"We?" he turned slowly, coming face to flared head with an enormous black cock. Caramel's mouth went dry. He'd recognize that fur, that cock, that masculine smell anywhere. He looked up to see the serenely smiling face of Big Macintosh. The town's biggest stallion, looking down on the town's biggest slut.

"Howdy."

"H-howdy," Caramel stuttered, hardly daring to believe his own eyes. If there were any stallion in Ponyville man enough to make him feel like a mare, big enough to dwarf even him in the dick department — and everywhere else — it was Big Mac. "You're... you're very big."

"Yep." Big Mac nodded, a blob of pre, bigger than any Caramel had ever put out, casually rolled down his throbbing shaft. "That's what they say."

"I realized what the spell meant when it said you had to be satisfied with the results," Twilight said. "And after talking with Rarity, I figured out what it would take to get something... satisfying for you." She giggled, clearly pleased with herself. "The original plan was to grow an apple, after all, and this is the best Apple you'll ever have. But don't take my word for it. Big Mac?"

Big Mac gripped him 'round the arm and pulled Caramel up, positioning him like a mannequin. He circled around Caramel, looking him over, as if inspecting him like a prized animal. Whap! Caramel gasped as he felt the sharp sting of Big Mac's hand on his flank. A mound of squishy rear-fat jiggled and quaked, the flesh reddening ever so slightly where the hoof had landed. Big Mac nodded approvingly. "Heard what you did in town. You've been a naughty pony."

"Y-yes, sir!" Caramel whimpered. His cock had never been harder in his life, leaking pre like a faucet in anticipation of what was coming. He was thirsty for that cock, starving for it. And he'd do or say whatever it took to get it inside him. "I've been a naughty little pony! No matter what I do, I get naughtier and naughtier. I can’t wear anything my dick won’t tear into shreds. My cum’s on half the town!” A little moan escaped as he remembered that.  “I just can't restrain myself!"

"Fucked the Town Hall, didn't ya?"

"I did!" he whined. He'd felt bad about it at the time, but only now did he feel ready to take full responsibility for it. "I'm such a slut! I love it when ponies see! I used the whole Town Hall as a cum dump because I couldn't hold it in, and I loved it even more because they saw every last minute of it!"

"And after Twilight told ya not to cause trouble." Big Mac tsked. "No restraint, huh?" He circled around to Caramel's rear, copping a feel on a plush, pillow-like cheek. "Well, Apple stallions have got a cure for that."

"Eek!" Caramel's knees nearly buckled as Big Mac's arms wrapped around his chest, trapping him in a bear hug. At his back was a mountain of raw testosterone and heaving red muscle. He could feel the impossibly thick head of Mac's cock, pressing lightly on his pucker. Mac's balls swung pendulously between his legs, churning up a lake's worth of pre to make Caramel's entrance nice and slick.

"Cure for no restraint," Big Mac continued, "is to pump ya with some." He leaned in, whispering huskily into Caramel's ear. "Ready for your punishment?"

Caramel's brain had nearly shut down. He bent over, hips wiggling enticingly. One sentence was all he needed: "Oh, Celestia, yes."

Mac's head slid in with the barest resistance, and the rest of him kept sliding. Yard after yard of sweat-soaked, cum-soaked cockflesh.Caramel gasped. Forget the silo, forget anything, Big Mac was bigger than all of them, easily. The dick — a real stallion's dick — pulsed mightily with his beating heart, shaking Caramel with every throb and forcing his body to march to Big Mac's rhythm. He tried to clamp down, his muscles working to milk the shaft filling him, but there was hardly any give to work with. It was so tight! Caramel didn't feel like a fucking partner as much as he did a cocksleeve, wrapped lovingly around Big Mac for the stallion's own pleasure. He could barely feel his own heartbeat through the drumlike thumpa-thump of Big Mac's, dominated by the massive Apple at the most basic level.

"Nngh!" His eyes rolled back in his head when Big Mac finally hilted, his beyond-plush hips absorbing most of the shock of the impact. He could feel Big Mac's balls, half again as big as his own. He could hear them, shifting and sloshing as they crashed thunderously against his thighs. Celestia, everything about him was big! Mac's cock was working him like a piston, an unstoppable force cramming his insides into his front as it pushed in from the back. Rope after rope of thick white cum shot from his own dick, forced out by the impossible pressure of that monstrous stallionhood, knocking trees over by sheer inertia. Soon enough the whole orchard was mired in a haze of sweat and sex, driving Caramel's lust even further. "Please, more!" he whimpered. "Faster! Harder! HARDER!"

"See?" Big Mac grunted. Breathing ragged, but only just. "No restraint. Bet you never even had a proper stallion teach it to you."

"Never!" Caramel squeaked, the air squeezed from his lungs by another thrust. "I'm a sissy little slut who can't hold himself in! I need a real stallion to show me how." He could feel it coming, the orgasm building in Big Mac's titanic balls. The pace was quickening. Thrust, organs pushed aside, the intruder hungrily swallowing all available space. Slap, cum-filled nuts slammed against his rear, pumping him with warm pre. Pull, a brief respite for the next round of the cycle. Repeat. The tempo picked up: thrust, slap, pull, repeat. Thrust slap pull repeat. Thrustslappullrepeat. Caramel chose his last words with care: "I. NEED... YOU!"

His world went white. The orgasm spilled from Big Mac's dick like a dam breaking loose, a flood of hot, thick cum pouring straight into his stomach. Cum, cum, and even more cum, in massive, belly-filling spurts. He could feel himself expanding, stomach inflating like the world's biggest water balloon. He was full to the brim, and still Big Mac came. Balls bigger than the Apple family barn eager to fill him until he burst.

"Thank... you..." he sighed, as spurts tapered off. He hadn't burst, but he'd come damn close, skin stretched to its limit. If he'd ever wondered how Rarity's poor panties felt, now he knew. Mac released him, cock sliding out with a wet schlick. A trickle of cum, drops the size of any normal pony, followed after it. Caramel rolled to the ground in an earth-shaking thud, cradling the mother of all swollen stomachs. He jiggled it slightly, giggling in the afterglow of orgasm. "Urp." Something came up his throat, salty and gluelike. He swallowed it back down with a grimace. "Fuller than I thought."

He hardly even felt himself shrinking. Eyes closed, basking in relief, his only clue was the feeling of grass sliding gently beneath his receding form. For the first time he could remember, he was satisfied, balls drained utterly of their contents — most of it landing on the Apple family's farm.

"Well!" He heard Twilight's voice somewhere in the distance. Far above him, maybe, talking with Big Mac. "Glad to see that worked... Sort of. At least Caramel seems satisfied, doesn't he?"

"Yep." Big Mac's voice was above him, too, but booming. Much deeper, trees shaking with the force of a single word. Caramel cracked an eye open, mouth falling open in awe as he saw Big Mac's train-sized erection hanging above him, balls several times his size visibly expanding as they refilled themselves. "Now, tell me, Twi: How're y'all planning to satisfy me?"