Applejacked

"What d'ya mean she ain't here?" Applejack cried out, staring with wide eyes as the light lavender unicorn mare standing in front of her.

"She and Rainbow Dash were called by the map for a friendship mission last night," the unicorn -- Starlight Glimmer -- answered. "You know how Twilight can get about those, so they left right away. They're probably halfway to Las Pegasus by now."

"That's just great!" Applejack shouted, throwing up her arms. "The one pony that might be able to fix this thing, and she ain't even here! What the hay am I supposed to do now? I can't walk around like this 'til Celestia knows when."

After Applejack and Rarity had recovered from their little... whatever it was, Rarity had worked as quick as she could to make Applejack an outfit that would let her get to Twilight's castle. The main outfit was a pretty basic dress. For the most part, Rarity had taken a large swathe of red fabric, sewed up the ends, wrapped it around Applejack, and had it held in place by a belt and a broach. However, the real work was under the dress, holding Applejack's cock against the inside of her thigh.

Now, she was at Twilight's castle, Twilight was gone, and Starlight was staring at Applejack in a weird way (and drooling slightly). Something about it caused the trapped shaft to throb against Applejack's leg, a small amount of fluid dripping from the tip and onto the floor.

"Maybe I can help," said Starlight. Stepping forward, she reached out to grab Applejack's arm, and then froze. Her hand slid up slowly, stroking along the bicep. Reaching the thickest part, Starlight squeezed, her small fingers pressing through the fur and barely even making a dent in the muscle underneath.

Applejack could hear Starlight's breathing, almost panting.

"Uh... Star?"

The sound of her name made Starlight give a start. Looking up at Applejack, she blinked a moment before giving a shake of her head and pulling away, letting go of the muscular arm.

"Sorry," Starlight said. "Anyway, as I was saying: maybe I can help. Just come with me to Twilight's lab, tell me what happened, and I'll see what I can do."

Applejack was skeptical, both of Starlight being able to help and for that being her intent. Although, admittedly she had no better idea. While not as smart as Twilight, Starlight was very intelligent, especially when it came to using magic. Maybe she could come up with something. And if it turned out that Starlight Glimmer was more interested in something else, well... at least a part of Applejack was happy to oblige.

As the two of them made their way through the castle, Applejack told Starlight Glimmer part of what happened: Twilight working with Poison Joke and Heart's Desire, Applejack waking up with her new body, her heading for the castle, and being forced to stop by Rarity's for fitting clothes. Her morning experience and what happened with Rarity went unmentioned, it was rather embarrassing, definitely private, and not exactly relevant.

"Okay," Starlight said as they entered what looked like an empty room, "take off your clothes."

"Uh... beg your pardon?"

"I need to get a good idea of how much the mixture changed you," explained Starlight. "That means I need to study how you are now, both in a physical and magical sense. The easiest way to start is by letting me get a full visual of your body, which means I need to see your whole body uncovered. So, take off your clothes so I can get a look at you."

Applejack found it hard to believe. She already had her doubts about Starlight Glimmer being able to help her at all in the first place, and now they were alone and Starlight was asking her to get naked. Add in what happened with Rarity and the way Starlight had been acting since Applejack arrived, and it seemed more like an excuse than anything else. Just a way for Starlight to get her naked.

At the same time, it did kind of make sense. During a check-up, the doctors would do the same thing prior to a more in depth physical examination. Plus, they had all seen each other naked before, Starlight Glimmer included. Although, really, it would hardly matter considering how obvious the changes were.

With a sigh, Applejack decided to go along with it. Undoing the broach and belt, she let the dress unwrap from around her body and drop to the floor. She now stood there, practically naked. The only thing left was the sleeve that Rarity had created holding Applejack's cock against the inside of her thigh.

"Oh, my," Starlight gasped out, eyes going wide. "I noticed you were more muscular, but I had no idea."

"Uhm...yeah," Applejack replied, shifting to rub at the back of her head. She felt extremely awkward and uncomfortable standing naked in front of a pony... again.

Moving forward, Starlight reached out and placed one of her hands on Applejack's hip. Her fingers tightened to feel the firm muscles under the soft fur, and started to slowly stroke up toward the ribs. Reaching up with her other hand, Starlight placed them on Applejack's abs. As she stroked the massive mare, her eyes went wide as she started to breathe heavily, a bit of drool dripping from her mouth.

"You're so...hard," Starlight said, "and big. It's like you're carved from marble."

Starlight's finger dug into Applejack's muscles, sending a thrill of pleasure and causing her shaft to throb.

Really? Applejack thought as she felt the sleeve growing tighter around her length. Again? What's it take to stop this thing?

The hand on Applejack's stomach moved to her hip and down, running over her thick thigh. It gave another squeeze, sending another pulse of pleasure and arousal toward the larger mare's shaft. Letting go, Starlight moved behind Applejack and placed both hands on the small of her back.

"Can you raise and flex your arms for me?" Starlight asked.

"I don't see how this'll help you figure out how to fix this," Applejack grumbled, but did as she asked. Raising both arms, she flexed her biceps and held it.

Instead of answering, Starlight ran her hands up along the muscles in Applejack's back, tracing around the edges of the shoulder blades. Her thumbs pushed in hard, digging into the muscles beneath the blades.

"Okay, you can lower them."

With a sigh, Applejack stopped flexing and lowered her arms. As she did, she could feel Starlight's thumbs still digging in her back, the shoulder blades moving beneath them. The hands then moved down again, this time stopping at her butt and giving a squeeze. It was an unexpected action that made Applejack jump and tense.

The sleeve around her cock and thigh tightened before suddenly getting looser as stitches popped.

"Oh, Celestia," Starlight cried out. "I just wanna..." With a grunt, she gave it another squeeze. Letting go, she moved around to stand in front of Applejack again.

"Hold your arm out."

What is she up to now? Applejack wondered. Instead of asking, she held her arm straight out in front of her.

"Lower," Starlight stated.

Applejack rolled her eyes, but complied, lowering her arm to about eye level for Starlight. Moving closer, Starlight wrapped both of her own arms around the offered one, holding herself close against it.

"Now lift."

Being curious about it herself, Applejack tensed her arm and lifted it, pulling the small unicorn up with it. It was surprisingly easy, even if Starlight was a dainty mare. Applejack could feel her pulling on the arm, but did not have any difficulty lifting her up. The effort was not straining her in the slightest.

"Wow," Starlight gasped out as her horn lit up. "You're incredibly strong. I bet that you could do whatever you want with me -- like impaling me on your massive cock -- and I couldn't do anything about it. Just flop around like a ragdoll as you use me for your pleasure."

From beneath Starlight's skirt, her panties appeared, glowing in the magic of her aura as they slid down her legs. Sliding them off all the way, she held them in front of Applejack's face, letting her see the big wet spot before dropping them to the floor. Then Starlight lifted her skirt, showing her now uncovered and wet pussy to Applejack.

There was a ripping sound as Applejack's cock tore free of its sleeve, rapidly hardening to a full erection. It quickly reached its full height, getting a gaping stare from Starlight Glimmer. Taking advantage of her distraction, Applejack lifted Starlight higher and brought her other hand to Starlight's crotch. Cupping it, she pushed one of her large fingers into it, getting a groan of pleasure of the dangling mare.

She was soaking wet and her walls started squeezing down as soon as Applejack pushed in. It was easy to push in to the knuckle, twisting to stroke and tease the walls. Also, while it took the finger easily, it felt pretty tight. How in Equestria would Starlight be able to take any of Applejack's dick?

There was only one way to know for sure: to try.

Pulling the finger from Starlight's depths, Applejack stroked up over her clit before moving to her hip. Getting a firm grip, fingers digging to feel the soft flesh hidden beneath the clothes, Applejack moved Starlight, pulling her from the arm and grabbing the other hip. With that, The larger mare was able to easily lift Starlight up. Pulling the smaller mare close, Applejack stroked her up along the shaft. The soft fabric of Starlight's clothes teased the sensitive flesh, causing it to twitch and release pre all over the mare's shirt. The stroking continued, leaving a sticky trail down to Starlight's pussy. As soon as the nether lips came in touch with the thick cock head, her hips started to shift, stroking her slit against the massive hard rod.

"Ya really want this?" Applejack asked, noticing how much wider the shaft was compared to Starlight's pussy lips.

"Uh-huh," Starlight whimpered, continued to work her hips.

"A'right then." Adjusting her grip, Applejack pulled Starlight down, pushing her own hips up at the same time. The thick tip pressed against the sensitive lips, pushing them in before finally spreading them wide. The penetration caused the unicorn to scream out, her walls clamping down hard on the tip, locking it in place. Applejack's jaw clenched at the sensation, her own hips still jerking slightly to try and sink more of her length into the painfully tight depths.

Starlight went limp in Applejack's grip, the hold on her the only thing keeping her from falling to the floor. Her mouth hung wide as she panted, eyes still rolled back in her head. Getting Starlight back up, Applejack adjusted her hold to keep her upright. The larger mare then continued pulling the smaller one down while pushing her own hips up again. The depths squeezed down and clenched, keeping Applejack from pushing deeper. Somehow it suddenly relaxed or something, allowing the length to surge forward several inches and causing Starlight to cry out again.

"You okay?" Applejack asked, holding still to let Starlight get used to the new penetration.

"Yeah," Starlight gasped out. "Yeah, I'm fine. I just need to..."

Horn lighting up again, she pulled off her shirt and bra, letting them fall to the floor. She then undid her skirt and let it drop. It slid down along the shaft, reaching the base and hanging there. The material rubbed at her balls a little, sending small tingles of pleasure through them.

With the clothes out of the way, Applejack could see Starlight's entire body, including a noticeable bulge at the lower stomach and crotch that outlined the part of the cock inside. Curious as the sight, Applejack tensed her body, making her shaft swell and throb. As she did, the bulge in Starlight's body swelled, causing the impaled mare to moan out in pleasure. One of Starlight's own hands moved to press at the top of the bulge, sending a new thrill of pleasure through the massive mare.

Taking it as a sign that Starlight wanted more, Applejack pulled the smaller mare down while pushing her hips again. Same as before, there was resistance before the length suddenly surged forward, forcing its way deeper and causing the impaled mare to cry out. This time, the thrust stopped as Applejack hit the cervix. She could not go any deeper, which was a little disappointing since it did not even reach the medial ring. Although seeing the massive swell of Starlight's stomach was a bit of a turn on.

After adjusting her hold on Starlight Glimmer, Applejack pulled her up, stroking the shaft as it slipped free. A small whimper of "no" escaped the smaller mare as her walls squeezed down, trying to keep the thickness inside her. Surprising to Applejack that she could tell since she did not think the mare could feel any tighter around her.

Stopping just short of the head, Applejack then pulled Starlight down as she thrust up again, shoving her way back in again. As soon as she felt the impact against the cervix -- causing Starlight to grunt out -- Applejack started lifting her up again. This time she did not pull as far back before thrusting in again. Picking up the pace more, she gave short hard yanks of the small mare, moving her up and down on the head of the cock buried inside.

"Oh, fuck yes!" Starlight cried out. "Use me. Fuck me. Masturbate with me. Treat me like your little fuck toy until you get off. Let me be your cock sleeve and cum dumpster."

The requests seemed kind of odd to Applejack, and made her a little uncomfortable. Especially since some part of her liked the idea. Just taking the little unicorn and using her body for pleasure. Turning her into a sex toy, a pet, something to fuck and cum into, to breed, when Applejack wanted, and how Applejack wanted. Just pump Starlight full of seed until Applejack was satisfied, and leaving the mare laying on the floor in bliss while the sperm did its work.

In reality, Starlight Glimmer was not willing to be a passive partner, letting Applejack simply pull her up and down on the part of the cock that could fit inside her. One hand reached out to grab Applejack, holding onto a thick arm and feeling every shift and flex as she was raised and lowered. The other slipped down between her legs, feeling her obscenely stretched vaginal lips while pressing and stroking her clit. Her magic lit up around her horn, the pale blue-green of her energy encircling the medial ring and engulfing the sac. The magic pulsed and rippled, pumping the ring and massaging the sensitive testicles.

The additional stimulation and pleasure sent new thrills and urgency through Applejack. Her grip tightened on Starlight as she continued to raise and lower the mare. Applejack's pace picked up, barely lifting and lowering Starlight as her own hips rocked up and down. All of the pleasure from Starlight's pussy seemed to focus on the crown of her cock, teasing the sensitive head with each movement.

The magic suddenly vanished as Starlight grabbed onto Applejack and threw her head back. Her tongue hung out of her mouth as she let out cries with each short, hard, yank down onto the massive cock. Her breasts bounced with each movement. The already tight walls tried to squeeze down more as she reached her climax, unleashing a massive spray of feminine fluid and poured all over Applejack's cock, as well as parts of her stomach, thighs, and nuts before dripping onto the floor.

Applejack had heard of mares being able to squirt, but had never thought she would see one herself. Although she never thought of being in a situation like this to begin with. Still, it was incredible, and pushed her closer to the edge. She could feel the now familiar sensation of her orgasm starting to build up.

Tightening her hold on Starlight Glimmer, Applejack pulled her up until just the very tip remained inside, and held her there.

"Wh-wh-what?" Starlight whimpered out as her orgasm came to an end. She shifted and squirmed in Applejack's grip, trying to push down on the shaft. "What's going on? Why did you stop?"

"Because I want you to beg," Applejack said, surprising both of them. "I want you to tell me how much you want my cum."

"Yes," Starlight cried out. "I want your cum. Need it. Please, Mistress. Fill my horny and fertile womb with your seed. Make me swollen with your foals until I can't walk. Please, Mistress. Please put your little cum slut to her proper use."

With a grin, Applejack started lifting and lowering Starlight again and pumping her hips. Before long, she gave one last thrust, pushing her shaft as deep as she could and holding it there. Her eyes squeezed tight and body tensed as she orgasmed, unleashing torrents of her seed.

A scream tore from Starlight as she was filled with pump after pump by Applejack. Her head was tossed back as she rocked and ground her hips, pushing against the pulsating shaft. Inner muscles squeezed and clamped down, stroking the length and pulling all of that thick warm cum deep into her body.

"Uh-uh-uh," she grunted out. "S-so-so much. Can't... must... want... all. Fill me. Fill me. More. More. Yes..."

Finally, she went completely limp, passing out.

As her own orgasm passed, Applejack's legs gave out, causing her to drop to the floor, panting. Her cock slipped from Starlight Glimmer easily, strings of cum running from the stretched opening to the shrinking tip. As she tried to recover, she looked at the now unconscious unicorn, noticing how swollen her stomach was. Starlight's stomach looked to have swollen to twice that of Rarity. A fact that did not entirely make sense. As far as Applejack knew, the orgasm should have produced less since it was the third of the day and second with a mare. Was she somehow producing more cum faster than an actual stallion, or had something Starlight said appealed to Applejack enough to make her have a bigger orgasm?

The idea of leaving the mares with foals did appeal to her.

Unfortunately, with Starlight passed out, she could not help Applejack figure out how to cure the problem. Although considering what happened, it was doubtful that she would have been much help even if she was awake.

Applejack would have to come up with something to try herself until Twilight got back.

Picking up Starlight Glimmer, Applejack stood up and carried the unconscious mare through the castle. She made her way to what she guessed was Starlight's room and stepped inside. Making her way to the bed, she set Starlight down. As soon as she did, the sleeping mare rolled over onto her side, curling up around her bloated stomach. It was kind of cute.

"Sweet dreams, you little cum slut," Applejack said softly, giving Starlight Glimmer a gentle pat on the butt. She then left the room, letting the mare sleep peacefully while she headed down to get dressed and figure out what to do next.