Twilight tossed and turned in her bed, unable to get to sleep. Her eyes were drooping, her mind was hazy, and every part of her would have liked nothing better than to drift off into the sweet realm of slumber. But as much as she shifted and snuggled, she just couldn’t get comfortable. Something was keeping her up, something was keeping her from the sweet blissfulness of sleep.
And that something was a burning heat that emanated from between her legs.
“Of all the times to get aroused,” she grumbled wearily under her breath, “why now? Why couldn’t it have been earlier in the bathtub?” She wiggled about for a few more minutes before eventually giving up. With a sigh, she threw back the covers and crawled to the edge of her bed. With a ‘thud’, she landed on the floor, and, after a quick stretch, she began to descend from her loft. She slipped by Spike’s basket, in which the tiny dragon was snoozing peacefully. A tinge of jealousy passed through her, but it was quickly smothered as she smiled warmly down at the resting drake.
The smile quickly faded, replaced instead by a look of contemplation.
“Might as well get some reading done,” she mumbled as she quietly made her way out of her room. Passing by her vanity mirror, she gave herself a passing glance, only to wince at the sight of her bedraggled form. Her mane was a mess, her wings disheveled and in need of a good preening.
“I’ll… I’ll deal with that in the morning,” she decided before continuing on her way.
Down the hall she crept, trying hard to keep her hoofsteps muffled. It was fairly earlier in the morning, the sun nowhere near ready to rise yet. The moonlight streaming through the windows of the palace was her only light as she traversed the crystal halls of her palace.
As she neared the staircase, she passed by a room whose door was ajar slightly. From within the darkened room, the sound of gentle snoring could be heard. Twilight paused, an ear twitching as she listened to the noise. Curiosity got the better of her, and she nosed the door open further and peeked inside.
The guest room—for it was, indeed, one of the many guest rooms she now had—was rather messy. It was a homely mess though, one that spoke of comfort for the owner of said mess. Discarded clothing covered the chairs and floor, and books were scattered about a small, oaken desk. A bookshelf in the corner was filled with odd knick-knacks, most of which had been acquired in various parts around Equestria.
Finally, the bed against the far wall, just below the room’s only window, was occupied by one of the strangest creatures Equestria had ever seen: Mark, the human. A bipedal creature that was mostly bald save for the hair on his head, back, and chest; it had certainly taken the ponies of Ponyville a few weeks to warm up to the weird-looking ape-creature. No one was sure where he had come from or how he had arrived in Equestria. All they could get from Mark about the experience was something about a hippo, a toaster, and a frozen bag of peas; he didn’t really go into detail about it.
Still, once they got past his weird appearance, Mark the human was actually a funny individual. He cracked jokes (some of which none of the ponies could understand), read books, and spent most of his time working at the local flower shop, where he was currently helping the Flower Sisters grow something from his old world; a plant by the name of ‘Mare-i-Wanna, or something like that.
Since Mark didn’t really have a place to stay, and Twilight had rooms to spare, she had offered to house him. That had been months ago, and so far, she was finding that he wasn’t a bad roommate to have. He was quiet when she was reading, helped her carry heavy stuff around when she was reorganizing, and even did the dishes without being asked! The only downside was his constant need to be singing silly songs from his old world. Twilight didn’t know what a ‘barbie girl’ was, but she couldn’t get that song out of her head for weeks.
Eyeing the sleeping form of the human now, she couldn’t help the small smile that touched her lips as she reminisced about all that had happened since his arrival. He had helped her and her friends out in a couple of tight spots, and had asked for nothing in return. No gold, no fame, no unnecessary items. Even now, all that he owned was in the room with him (though it could be more organized in Twilight’s opinion).
She watched his chest rise and fall slowly for a few more seconds before withdrawing her head back out into the hallway. Making sure to close the door softly, she paused as the heat in her nethers flared up again.
“Ugh… really?” she groaned softly, an ear flicking in annoyance. “Why can’t you just cool down… already…?” She trailed off, her nostrils flaring as a certain odor tickled her senses. It was coming from Mark’s room, and it took her a few seconds to realize what it was: the scent of a male. Against her better judgement, Twilight stuck her head back inside and took a deeper sniff. Her theory was confirmed as her nostrils were practically flooded with the wonderful, musky aroma: the scent was coming from all the dirty clothes on the floor, Mark’s scent and sweat having soaked into the fabric. The smell alone was enough to cause her arousal to spike, and Twilight quickly clamped her tail down between her hind legs.
“Great, now I’m gonna have to do something about this,” she mumbled. “I hope we have some tragic stories in the library. That should help.” Once again, she moved to withdraw her head, only to stop upon catching sight of Mark. Or rather, the bulge that was poking up through the blankets around Mark’s waist.
It didn’t take a genius to figure out what the bulge was, and Twilight was almost the definition of the word ‘genius’. Staring wide-eyed at the bulge, Twilight felt herself wink… but not with her eyes. Mark was a male, yes? He could probably help her out with—no! No, no, no. Shaking her head, Twilight chastised herself for even thinking that. Mark was a friend; she couldn’t take advantage of him like that…
...or could she? She had to admit, the idea thrilled her a little. Mark wasn’t that bad looking, and recently she had caught herself staring at his backside whenever he walked by. Should she wake him up and see if he wanted… no, no, that wouldn’t work. She may be a Princess, but there’s no way that he’d be interested in an awkward mare such as herself. But the fire in her nethers was just getting worse, and he was the only male around at the moment (besides Spike). Maybe… maybe instead she could...
Biting her bottom lip, she stared at Mark’s sleeping form for a few more seconds before reaching a decision. Pushing the door open slowly as to not allow the hinges to creak, Twilight slipped into Mark’s room. She stepped carefully over the piles of clothing, using her wings to help keep herself steady. As she approached the bed, she caught a glimpse of Mark’s face in the starlight filtering in through the window above him. He was relaxed, his expression peaceful as he breathed softly though a partial-open mouth. Every few seconds a light snore would escape him.
Twilight watched him sleep for a moment before leaning in slightly.
“Psst,” she whispered. “Psst, Mark? Mark, are you awake?” She received no response save for Mark exhaling. Keeping her eyes on his face, she began to slowly light up her horn and a faint rosy light gradually filled the room. Gently grabbing a hold of the end of the comforter, she gingerly and ever so carefully began to pull it back, exposing his body beneath. This was the first time she had ever really seen the human sleeping before, and the first thing that caught her eyes was…
“He sleeps with clothing on?” she muttered under her breath. That couldn’t be too comfortable in her opinion, but if Mark was okay with it, far be it from her to tell him how to live his life. However, that did present a bit of a problem for her, as shown by the tent in his pants: the clothing was blocking her access to her desired prize.
“Hey, Mark,” she hissed again, double-checking if the human was still fast asleep. When no answer came, she continued, her magic carefully taking hold of the top of his pants and, with delicate movements, beginning to pull them down until…
“Oh, you have got to be kidding me.” Twilight glared down at the second pair of clothing that was hidden beneath the first. Why the human needed a second, smaller pair of pants, she had no idea, but with a tug of magic, they too joined the pants down around his ankles. Thus, her prize was revealed.
She stared down at it, her eyes wide. Slowly, she inched forward until her muzzle was inches from the spire of flesh, her breath washing over the sensitive organ, causing it to twitch. It was certainly a different shape than a stallion’s, what with no medial ring and a lack of a flare. The mushroom-like head wasn’t unappealing; if anything, it added an erotic twist onto this. The only issue Twilight saw was that…
“That’s how big it is?” she breathed, disappointed. While the average stallion in Equestria could easily boast at a penis length of ten inches, Mark’s barely reached the six-inch mark. Hoping that it was still rather flaccid, she carefully took it in her magic. Immediately, Mark began to grunt and groan in his sleep, his hips bucking slightly as he thrust into the magic cloud. The cock twitched and pulsed, but remained at its current size.
“Well, I guess it’s better than nothing,” Twilight sighed before making her move. With a silent flap of her wings, she carefully hoisted herself up onto the bed. She positioned herself over Mark’s body, her hooves straddling his waist as she carefully lined her crotch up with his. Double-checking one last time to make sure she hadn’t woken him, Twilight then lowered her backside until the head of his member brushed up against her dripping lips.
It slid in with barely any resistance, her inner walls already fairly lubricated with her arousal. She slowly lowered herself until her hips suddenly met Mark’s, his cock bottomed out inside of her. Her earlier assessment was accurate, as the human’s member was a bit on the small side. Still, it felt nice to have something inside of her, and, after taking a deep breath, she began to lift herself up.
“Ohhh,” she moaned heatedly as she felt the weird head dragging down her inner walls. Too soon she had reached the tip again, the cock’s head nearly slipping out of her before she stopped her ascent. Giving Mark’s sleeping face one last look, she began humping in earnest.
Muffled grunts filled the room as Twilight worked Mark’s dick in and out of her pussy, her hoof pressed to her muzzle in an attempt to block the noise. Even so, an occasionally squeak or curse escaped her. With each thrust, she silently willed the human to remain asleep. Don’t wake up, don’t wake up, don’t wake up! From in her core, she felt a familiar pressure beginning to build up and, pushing magic down her horn, she began to tug and rub at her clit. This was exactly what she needed; the only thing that would make it better would be if Mark’s penis was a little larger—
Twilight froze mid-bounce, Mark’s member buried inside her. Her eyes widened as the memories of Cadance’s bachelorette party suddenly surfaced. Or more importantly, the spell a very drunk Cadance had revealed to everyone present—much to the male strippers wonder and enjoyment. Pulling the spell from the recess of her memory, Twilight had to hold back an excited squeal as the magic around her horn flared. A rosy aura flickered to life around where their crotches connected. For a few seconds, nothing happened, but then Twilight could feel it. Mark’s member began to grow longer, slowly working its way deeper and deeper into her depths. It grew in width too, and very soon Twilight was cooing happily at the wonderful full feeling she was experiencing.
Now properly stuffed, Twilight returned to what she had been doing. Tweaking and flicking her clit with her magic, she ground and wiggled about on Mark’s new length, enjoying the feeling of his head scrapping spots inside of her it previously couldn’t reach. Still asleep, Mark’s face scrunched up, and his hips bucked weakly against her. If he was dreaming, it was surely a wet dream now. The room was now filled with the pungent smell of sex and sweat, the aroma only heightening Twilight’s pleasure.
Within a minute or so, the pressure inside of her had grown to a wonderful, mind-numbing height, and she could feel her orgasm rushing up to meet her. The breaking point came when the head of his member suddenly came in contact with the entrance of her womb. The contact sent a burst of pleasure up her spine, tipping her over the edge.
Biting down on her hoof to muffle her scream, Twilight hilted Mark’s cock inside of her, rocking her hips against his as she rode through wave after wave of bliss. Her muscles constricted and grasped at the enlarged penis, milking it for all it was worth. Stars exploded in front of her eyes, and somewhere, she swore she could hear angels singing.
After what felt like an eternity (but was in reality only a few moments), Twilight began to come down from her high. Breathing heavily, and with a dopey smile on her face, she sat there, her marehood lovingly squeezing the length still inside of her.
The still growing length inside of her.
The smile slowly slipped from Twilight’s face as she realized that Mark’s penis was still steadily growing larger and thicker. Once something that she barely felt, it was becoming almost painful to have it inside of her. She wasn’t casting the spell anymore, so why was…?
She let out a startled gasp as she suddenly remembered a key part of the spell. Cadance had said that the only way to get the growing cock to stop and return to normal was for the stallion to climax. But then why hadn’t Mark’s done so?
With growing horror, Twilight realized that she couldn’t feel any sticky warmth inside of her. For whatever reason, Mark had failed to reach ejaculation. How that was possible, Twilight wasn’t sure, as the average stallion supposedly only lasted for twenty to thirty seconds. Did humans have higher endurance? It didn’t matter; she had to get him to cum before this got out of hoof.
Quickly getting to her hooves, Twilight winced in pain as the enlarged head of his penis dragged down her abused tunnel. Upon reaching the tip, she found herself stuck for but a moment before, with a loud ‘pop’ she pulled herself free. Her nethers now burned, but for a different reason, but she ignored the pain and focused instead on the problem. She stepped back, positioning herself in between Mark’s legs. As she moved, his ever-growing member brushed against her stomach, leaving a trail of pre-cum on her fur in its wake.
Sitting down on the mattress (and ignoring the discomfort in her abused marehood), Twilight then got her first look at what her spell had done. Where once the human had sported a measly six inches, his member now neared two feet in length. And it was still growing at an alarming rate. Along with his penis, his balls were growing as well, each of them now roughly the size of a grapefruit.
“Oh no. Oh no. Oh no no no no no,” Twilight muttered under her breath, her pupils pinpricks. Lighting up her horn, she quickly enveloped the shaft in her magic and began to stroke the whole thing quickly, trying desperately to get him off before he woke—
“Ugh… w-what’s… what’s goin’ on?”
—up. Buck!
Stirring, Mark raised his head and glanced around confusedly. Upon spying Twilight, he blinked blearily at her. “Twilight… what are you…?” Her magic gave his member a particularly hard stroke, and he gasped in surprise. “What the fuck…?” he muttered, staring at his new length in disbelief.
“No time to explain,” Twilight said shrilly. “You need to ejaculate!”
Mark stared at her blankly. “I’ve got to be dreaming.”
Huffing in annoyance, Twilight leaned forward and dragged her tongue up his entire length. The action caused Mark to gasp again, and he fell back. “H-holy shit!”
“Not a dream,” Twilight said, “now, help me. I need you to climax so this will go down.”
“W-what?” Mark asked, still dazed, confused, and half-asleep.
“I. Need. You. To. Cum!” Twilight growled, emphasizing each word with a hard stroke of his cock. Pre-cum leaked from the head at a constant rate, dribbling down the shaft to pool about Mark’s hips. By now, his member was three and a half feet in length, and his balls were approaching this size of volleyballs.
“O-okay,” Mark grunted. Repositioning himself, he then reached up and began to stroke himself with first one hand, then both when the size of his member proved to be too much. Twilight blinked before copying his action, only using her wings instead. Her feathers danced across the skin of his penis, causing it to twitch and jerk.
Mark moaned softly. “Ah, f-fuck…”
“That’s it,” Twilight cooed. “Let it all out. Come on. Cum for me.” Pushing more magic down her horn, she began to not only stroke his length, but tease his head and knead his ever-expanding balls as well.
“S-shit, Twilight, don’t say stuff like that,” Mark muttered, his face turning red.
Twilight blinked in confusion. “Why?
Mark muttered something under his breath.
“What was that?”
“Because it’s fucking hot as hell,” he grumbled, his face now cherry red.
Twilight blinked again before a lecherous smile slowly spread across her face. Leaning forward, she pressed her chest up against his massive cock and wrapped her hooves around it. The heated skin felt surprisingly good against her coat, and she could feel his heartbeat through the pulsing veins. Lapping at the leaking tip, she gave him a smoldering look.
“Come on, Mark,” she breathed huskily. “Cum for your mare. Your balls must be full. Go ahead. Release your seed.” As she spoke, she began to shift her whole body up and down his length. She licked and sucked at his head, hugged and stoked his length with her forelegs and wings, ground her cunt against the bottom of his member, and even used her back hooves to kneaded and massage his balls, all while muttering dirtily under her breath.
Mark could only lie there and moan, his entire body twitching and spasming as Twilight basically used her entire body to get him off. The feeling was indescribable; much more intense than anything he had previously experienced. A hurricane of pleasure was beginning to well up within his groin, and he could practically feel the cum in his balls churning, sloshing around as Twilight worked the massive orbs with her hooves. The pressure soon spread from his balls, to his hips, to the rest of his body, the feeling accompanied by an intense heat.
“T-Twilight, I’m… I’m gonna…” he gasped out, his face contorting in both discomfort and pleasure.
Twilight’s eyes widened before she increased her fevered pace, working as much of his now-five-foot cock as she could. She felt his beach ball-sized testicles begin to swell beneath her.
“Come on,” she growled rather aggressively. “Show me what you’ve got!” Darting forward, she nipped at his head with her teeth. This proved too much for Mark, and, throwing his head back, he howled as his orgasm crashed over him. His cock pulsed, jerking and kicking as gallon after gallon of cum rushed up its length from his balls. It a veritably geyser of semen, his cum erupted from the tip of his cock. The force of his ejaculation was enough that he painted the ceiling with his essence, the hot, sticky liquid raining down upon them in large droplets of musky goo. It didn’t stop there though. His cock continued to jerk and kick, spraying more and more cum into the air until the room stank of it.
Twilight, stuck in the middle of all of this, soon found herself covered in his heated essence. She had gotten a faceful during the initial burst, and now it dribbled down her chin and chest. She had thick strands of it in her feathers, and she could feel the warm goo trailing slowly down her back towards her dock. The scent filled her nostrils until she could practically taste it—actually, she could taste it, she realized, having gotten a mouthful of sperm at some point.
Gamely she hung on as the massive member jerked and flexed, continuing to release its payload. She could feel his balls beginning to shrink beneath her, but at the rate they were going, there was still a lot more yet to come. Through it all, Mark continued to shout and curse, his hips bucking frantically as waves of ecstasy raced throughout his body. Twilight was sure she heard her name in his rantings a couple of times, and she blushed at what he was saying about her.
Maybe this would work out between them after all. That is, if both of them didn’t drown. The room was slowly beginning to fill with Mark’s cum. What had started as a small puddle beside the bed was slowly turning into a sea of thick, churning cum. It was already swallowed up the clothing on the floor, and was now threatening to consume both the desk and the bed itself. Twilight was pretty sure that if she stood in the center of the pool of semen, it’d be up to her chest.
Somehow, the thought of that excited her, and she briefly pictured herself bathing in a jacuzzi filled with Mark’s salty, musky cum. A shiver ran down her spine, and she filled that plan away for later.
Finally, the stream of cum finally began to slow, the geyser now nothing more than a steady trickle of semen, with an occasional spurt as Mark’s member flexed. It was now back to its normal six-inch self again, much to both Twilight and Mark’s relief. Both laid there atop the drenched bed, panting heavily, with Twilight resting atop of Mark’s stomach. The cum level had reached the bottom of Mark’s mattress, the churning waves lapping gently against the bedframe.
After a few minutes, when their breathing had returned to normal, Mark shifted slightly beneath Twilight.
“W-wow…” he breathed. “That… that was…”
“Good?” Twilight asked, a small smile on her face.
“It was… something,” Mark said. He glanced around his room, and Twilight followed his gaze, only to wince when she realized that most, if not all, of his stuff was now covered in a thick layer of baby batter.
“Oh, sorry,” she mumbled, her ears splaying back. “I… I can help you replace… I can find a spell to clean up… I can pay for…” She continued to stutter out words until Mark placed a finger against her lips.
“Shhh,” he hushed. “We can deal with that tomorrow. For now, I’m going back to sleep. I don’t know about you, but this whole experience has left me kinda drained.” Twilight felt his body began to shake and tremble, and it took her few seconds to realize that he was holding back laughter.
Rolling her eyes, Twilight huffed softly before letting out a jaw-popping yawn. Blinking back tears, she was surprised to find herself ready to sleep. The uncomfortable burning in her crotch was gone, and Mark was pretty comfy to lie upon.
Shifting herself about in his lap, she got herself comfortable before laying her head against his chest. Neither seemed to care that they were both still covered in sticky cum that was beginning to cool. Either that, or they were too tired to give a fuck.
“Okay,” she muttered sleepily, “but first thing in the morning, I’m helping you clean up this mess.”
“I should hope so,” Mark said with a yawn. “You’re the one that helped make it.”
Twilight opened her mouth to reply, but Mark was already asleep, his gentle snoring filling the room. A small smile touched Twilight’s cum-soaked lips, and, closing her eyes, she snuggled herself further into Mark’s lap. She slowly drifted off to sleep, the soft sound of the sea of cum lapping at the bed sounding almost like waves on the beach.
The musky smell in the air destroyed that notion, but hey, a mare can dream.
Author's Note
I wrote this entire thing in around 170 minutes:
6:07 pm EST : Started
6:44 pm EST : Put Pizza in oven
6:45 pm EST : Resumed writing
7:12 pm EST : Pizza break
7:22 pm EST : Resumed writing
8:18 pm EST : Bathroom break
8:19 pm EST : Resumed writing
9:01 pm EST : Finished writing
