Note to readers: read the description. Seriously do it.

You walked in to your office after getting yourself clean, making a mental note to talk to Rarity to get your pants altered thanks to your new "improvements". You were prepared for a normal workday at your desk, being Twilight's step-above-a-secretary. Answering some emails, taking a few phone calls, that kind of thing. And as the day went on, that's mostly what you did. You got to lunch time and the purple alicorn peeked her head through your door.

"Hey babe, want to grab some lunch?"

"Sure, are we going to the cafeteria, or what did you have in mind?"

"It's a special surprise. Follow me." she says, already starting to move away from the door.

"It's not one like last time, is it? Or are we actually getting lunch?" you say, halting her progress.

"It's actually lunch." she replies, in a mocking defeated tone.

You nod and set your computer to sleep, making sure to lock your office door as Twilight starts to prance down the hallway leading to her office. It was pretty big, with a large CEO-like desk and a few chairs in front of it. The lights were slightly dimmed, and there was a new addition. A small circular table with a white tablecloth over it. There was a fork and knife on one side on one side of the table along with a napkin and a drink glass. There was a drink glass on the other side, too.

"What's this?" you ask.

"Just a little token of appreciation. We haven't really had time to sit down since this week started. I even had them get something special for you."

You wonder what that something special is, as you walk over to the table. You slide the chair out for her and offer it, and she sits down as you go to sit down in your own chair.

A griffin with golden blond back legs, white feathers accented with purple tufts and black hair drops a silver plate with a silver serving cover in front of you, and slowly takes the cover off. A lump wrapped in paper is on the plate, accompanied by a pile of golden french fries next to it, and a small white dish of ketchup is next to it. The waiter had poured you a glass of cola in a glass that looked way too fancy for that beverage.

"This isn't...what I think it is...is it?" you say.

"It might be...have a look!" she giggles.

You unwrap the paper carefully and the smell hits you immediately. A fluffy bun, tomatoes, lettuce, a bit of mayo, and the piece de resistance; Two patties with two slices of cheese. You lift up the bun to make sure it's actually meat. You had gotten used to soy and bean recreations, as they were everywhere in this land made up of herbivores, and you really didn't mind. But you had been having some serious cravings since you saw that the griffon kingdom had actual meat on your last trip, which was just over a year ago.

"Real meat?" you stutter, not believing your eyes or nose.

"Yup. I had a special request to get some from the griffon kingdom, and had one of my chefs with griffon experience help out. I remembered you basically were salivating that entire trip. And I figured some comforts from home might be in order after the stuff that's happened so far this week."

The griffon spoke up, "100% Appleloosan beef, medium cooked, with white cheddar made from the milk from the Sweet Apple Acres farm. Fresh veggies and dressing from the royal garden, a bun from Sugarcube Corner, and Prench fried potatoes, also from the farm."

"Thank you very much" you reply to the waiter, barely taking your eyes off of your food, mouth watering. Your eyes move up to meet the gaze of Twilight, who is watching you ogle this burger, her elbows on the table and chin resting on her hands. "Aren't you having anything?" you say, breaking your eye contact with your sandwich.

"Oh I already ate before coming in here, this is a present just for you."

"So you're just going to watch me eat?"

"Yeah, I want to see how you react to it."

"If you say so." You take the burger, one side in each hand, the paper covering half, reminding you even more of home. Your view now locks on the patties, the earthy tones of the meat, cheese, and bun contrasting with the bright green and red of the toppings. You move the paper back slightly and move in to take a bite. You close your jaw around the perfect section of the sandwich, making sure to get everything in one bite. As your teeth touch, your eyes widen to the size of saucers. You chew, feeling the familiar flavor blend together in your mouth. The warm beef and melty cheese collide with the cool lettuce and tomatoes. You chew and swallow, staring at the burger in awe. You hear Twilight giggle, as you look at her. "What?" you say, making sure your mouth is empty.

"Nothing. You just look cute when you're zoned out."

"Oh shut it." you say, grabbing a fry. You dip it in the ketchup, dabbing the tip on her nose before putting it in her mouth. The sudden potato invasion has her flinch back, half a fry hanging out of her mouth. You go back to your burger, taking slow bites and making sure to savor each mouthful. You converse with Twilight during your meal, making sure not to eat too quickly. Stuff about your day, goings on around the castle.

"So will there be a big party after this week, like with all of your friends and stuff?" you say, having finished your burger and now absentmindedly picking at fries and drinking your pop.

"Yeah, you could say that. Nothing too spectacular."

"So, what do you have planned for tonight?" you inquire, finishing the last of your soda as you hear nothing but ice in the glass.

"I'll be by when the work day is over and let you know. I have some stuff I want to finish first."

Another waiter, this one a pony, comes in to grab your dishes.

"I trust the dish was to your liking, sir?" he says.

"Very much so, my compliments to the chef." you nod to each other as he grabs the plate and seemingly floats away. You turn to the purple alicorn across from you, "That needs to happen more often. I would suck your dick for one of those again."

"Is that a promise?" she replies, smirking slightly.

"Ehhhh..." you mutter, fanning your hands out and slightly shrugging.

"Well, I have to get back to work, and you should, too." she states, sliding her chair out and stands up, signaling your cue to do the same. You copy her movements as she snaps her fingers and makes the table decoration disappear in a flash of purple. "Don't worry too much about tonight, just do some work and let me handle it."

You start to worry about tonight, now that she's said that, hoping she doesn't take your previous offer too seriously. You head back to your office, getting any lewd thoughts out of your head for the moment.

~~~~~

You look at the clock and it strikes 6 signaling the end of your work day. You close your laptop and look to your side, taking a moment to take in the sunset through your big window, which happens to overlook the apple orchard. The trees had started to change colors, so it was a beautiful array of greens, yellows, oranges, and reds. Late fall was always bittersweet because the beautiful colors were always offset by the earlier sunsets. You heard a knock at your door. "It's open" you half-yell, expecting who is on the other side.

"All done?"

"Yeah, just finished actually."

"Good." She snaps the blinds closed over the glass facing the office. "Because tonight's events are happening right here. She snaps her fingers and puts a purple barrier on the door. "Nopony will get in, and nopony will hear. Now get those clothes off. All of them."

You quickly oblige to her demands, stripping and throwing your clothes and shoes under the desk.

"Are you going to undress?"

"No. I prefer to keep mine on." She states, sexily. She's wearing a white blouse with the sleeves rolled up, and a navy skirt that went about 6 inches above her knee. Her blouse was straining from the force of her cleavage. She popped off the top couple buttons, making an obvious attempt at the "sexy boss/teacher" look. You saw a slight bulge in the skirt, seeing it get clearer. a purple tip peeking out of the bottom. That in turn makes your endowment start to bob up.

"Were you going commando all day?" you say, chuckling slightly.

"Hell no, you know how much this thing would get in the way? I've got vanishing magic for that."

"Would you care to teach me that?" you say, smirking as you shoot her a "if you know what I mean" look.

"Later. Now, we've got some other business to take care of. Now bend over that desk and face the window."

You grab a pile of folders and your laptop and put them under the desk on top of your clothes, as you're sure that you don't need jizz on either of them.

"Are we doing what I think we're doing? Don't you need that stretchy potion for this?" you start to worry.

"Yes and no. I've taken the liberty to mix it with some lubricant."

"So we are doing that."

"Yes. And I know you haven't taken me all the way in yet, so we'll change that today. Don't worry, I'll go slow."

You hear a cap flip open, you assume it's the lubricant. She takes a little bit and dabs it on her fingers. You feel the cool sensation as she rubs it on your sensitive ring. She lightly presses and pops the tip of her index finger in your ass. You flinch slightly, but it's nothing unusual. She probes around inside, making sure to give it a decent coating, slightly pulling and stretching the skin. She removes her finger from your rear and squirts some more lube on to her hand. You hear a shlick, shlick as she starts to rub all over her dick and balls. It sounds viscous. Your own dick is bobbing from the sound of her prepping herself for entry, clearly ready to get this show on the road.

"So, are you ready?"

"As I'll ever be."

She lays her slick horsecock against your butt, sliding it against the cheeks, thrusting it up. She squirts a bit more lube on your rear end, making it almost slippery with the infused lubricant. You feel some warm drips start to fall on your lower back, you assume it's her precum. That should help with the entry, too. Her balls start to hit your backside, making contact right between your balls and asshole. She apparently wants to get it nice and slick, grinding her shaft up and down your ample rear.

"Just start putting it in already!" you say through bared teeth.

"If you insist..."

She prods the tip of her dick against your ring, grabbing it and just pushing it to coax out a bit more of her natural lubricant.

"1...2...3!"

She puts the tip in, and you feel the effects immediately. Even though you've taken her tip at least a half-dozen times, it never gets any easier. The lube appears to be working, as the slight tension eases itself up not long after she's entered. It's really warm, and you can feel her pre starting to leak more.

"Are you alright? Give me one knock for yes and two for no. I'll keep going if it's one."

You knock on the desk, not having the mindset to say anything right now. She continues to push in, as you are thankful she hadn't started to flare yet. Another inch disappears into your ass, stretching you even more so as the magical lube continues to work on your insides. You gasp as each bit of hot flesh swabs your insides, making it feel so full. 3 inches becomes 4, 4 becomes 5, and it gets all the way to a larger ring. Her medial ring. She is also panting as she slides in further, making sure you're alright and not too hurt.

"I'm going to have to push a bit harder to get the medial ring in. Are you ready?"

Knock

She pushes slightly, and you let out a little grunt as the half-inch of slightly larger skin makes its way into your hole. She starts to move in a bit quicker, hoping you were too caught up in that to notice her sliding in the rest of her engorged purple member. You apparently were, as you feel a large amount of skin suddenly come in contact with your rear cheeks.

"You did it! I'm in!"

You stop panting and gasping for a moment to look back, and her hips have met yours. All 16 inches of her are now in your butt, and they haven't destroyed your internal organs yet. Magic, you obviously conclude. You feel so full, it's so different from when it was in your pussy. You look under you to see a large bulge in your stomach area that looks tube-shaped. You also see your rock hard dick is now leaking precum, it's also wanting some kind of release. Twilight and you simultaneously sigh, letting you rest for a minute and to acclimate yourself from having over a foot of pony dick in your asshole. That's all taken away when she suddenly pulls back, leaving only her tip in your backside. It's now empty.

"I'm going to start thrusting now, you ready?"

"Yes. I'm ready." you methodically say, exhaling between sentences.

"I'm not going to hold back once we get into it, alright?"

"Go for it."

She enters quickly this time, 13 inches of hard-as-diamond flesh penetrates you. She goes fast, not taking time to care for your butt, which is feeling tingly from the lube. The stretching doesn't hurt as much, but the pace definitely smarts a bit. She slowly pulls back halfway and suddenly thrusts in again. She starts to get in a rhythm, pulling out to the medial ring and going back in again. You feel her hit your prostate with every pump, and your dick is almost flowing precum as it rubs up against the now slick wooden desk, providing even more friction to get yourself off with. She keeps her cadence of in and out going, almost like a metronome. It's heavenly. You feel every vein, nook, and cranny of her dick sliding in and out, the warm flow of pre starting to build up.

"I'm going to go all the way, be ready."

You tap the desk as she pulls out mostly, again leaving the tip in. She reaches under you with one hand, lifting you up with the other on your hip and grabs hold of your manhood. She pushes back in, moving her hand in the opposite direction down towards the base. She has gone all the way in now, and her balls start to slap your sensitive globes. They feel heavier than normal, they must have gone into overdrive to make up for letting it all out in the condom the previous night. They start to move like a pendulum as she thrusts in and out. You're now lost in pleasure as all 16 inches of her are ramming your ass like there's no tomorrow, and her hand is applying excellent services to your dick. It's clear you're not going to last much longer, as your gasps are getting shorter and more frequent, and she holds in you as you give out one final cry.

"Cumming!" you say, as her hand hold on to your dick. A shot of sperm flies out and lands on the carpet in front of your desk, a little getting on the large window. Twilight has managed not to cum just yet, although your insides clamping down on her made it really hard. She continues to massage your member as it seems to shrink down after the orgasm. Your hands and legs feel week, and you are confused for a second after you get out of the afterglow.

"Did you cum?" you ask, panting.

"Not yet, but I will. Something's happening." she replies.

You look down and your arms aren't touching the desk anymore, and your legs are also a bit shorter. Twilight is massaging your dick, and you see it almost start to flatten out. You start to taste an odd sensation on your tongue, coming up from the back of your throat.

"Is that...cum? What the fuck is going on?"

"This is tonight's surprise. That lube wasn't just for stretchiness, it was to help you transform. You're going to spend the evening as my dick." she says, saying it so nonchalantly like she was saying what she had for breakfast that day.

"Your dick." you reply in a monotone. "I'm becoming your penis."

"That's right, just for the night. You'll be slightly sentient, being able to tap into my thoughts, and you'll be normal by morning."

"Fu-ulp-ck it", you say, spitting up a glob of salty-sweet pre-cum. "Let's do it. Go full force."

"As you wish!"

She continues to rub your dick, causing it to mesh with your stomach, balls and everything. She starts to thrust again, as your arms fall limply to your sides, and as your pinkies hit your skin, the flesh sticks together and starts to melt into your torso and hips. Your feet and calves rise into your knees, which rise into your thighs, which start to smooth out into large spheres. She thrusts into you fully one last time as her hips are now sticking to yours. Her balls make contact with your thighs and latch onto each other, and her testicles start to fuse with your former thighs, making them the size of slightly oval basketballs. You feel gallons of hot cum start to build up in the balls, sloshing around. You can practically feel them groaning and sinking with hot seed. As you look down, everything below your hips has turned the same dark purple as her sack and sheath. Your arms have finally receded into your torso as it starts to reshape. Your slightly distended stomach and chest start to shrink and compact into a tube, your belly button becoming an outie, expanding, and starting to wrap around what will become the shaft. The medial ring, you think, as you start to lose thoughts as her thrusting has shifted to two-hand masturbation, more thick pre leaking out of your mouth.

Your hair sinks back into your head and in your chest as you don't feel like you need to breathe anymore. Your throat has changed from the standard two pipes to one multi-functional tube, as your teeth and lips melt away as you feel the now stream of sexual fluid dance across your mouth-turned slit. Your chest finally stops reforming as below the neck has finished changing shape. It now stands at 30 inches around, just about 10 across. You look down and see a lighter purple color starting to creep up the shaft of the dick. You don't get to see it much longer as your neck snaps up, locking your head in place, looking out over the sunset.

"Alright," Twilight pants, still rubbing your shaft-body with intensity, "This is it for now, I'll see you tomorrow!" She pulls you up and starts to make out with your mouth-slit, which has shrank into a little opening about the size of a magnum Sharpie. She tongues inside her boyfriend turned penis and samples her flavor. Another spurt of pre hits her in the face as she lowers you down and starts to pump. Your eyes close for the last time as your neck puffs out to match the circumference of the dick, and your face and head flatten out, forming her new bumpy flare. The purple spreads out over your neck and face as Twilight's warm hands slide over her flare, making sure to get all 32 of her new inches. She pumps with a combination of her hands and magic as your soul is still conscious in the giant horse dick. You feel like you're being worshipped right now, and you kind of are. She thrusts the slippery dick in and out of her hands, until she reaches the breaking point.

She lets loose like a cannon just went off. You weren't ready for the spurt of semen that shot out, it was thick as whole milk and came out in a flash. It splashes against the giant glass window like a thick and sticky Super Soaker. You internally and simultaneously moan with Twilight as the orgasm overtakes you both. Wave after wave of cum comes out of your mouth, like no flavor you've ever tasted before It's sweeter than when you swallow it, not as salty, and even thicker. It's as hot as a fresh cup of coffee, but not burning. She continues to release, coating the giant window with pony spunk, and it starts to drip and glob on to the carpet. Nearly a minute has gone by before she finally finishes, and your body unceremoniously flops on to the slick desk as she plops herself back into her chair. She grabs you and slides you onto her chest, coating her blouse in cum. She kisses your mouth-slit and lets you fall to the ground, where your head is touching the chair mat.

"I've still got one more surprise tonight." she says to you, as you can hear her, for some reason. "But first, need to let the cleaners know."

She snags a sticky note and a pen out of your desk and writes "Cleaners! HUGE Mess in here! All hands on deck for this one!" She gets up from the chair, groaning from the weight of her new package. Her balls now go past her knees and you now dangle at her ankles, both parts well beyond the hem of her skirt. She walks to the door, and takes one look back at the large window overlooking rows of trees. Except you can't even see the trees due to the large white barrier over the window that's seeped on to the floor below. Thankfully it's not touching anything important. She sticks the note on the outside of the door and grabs her phone. She tries to walk but it's really uncomfortable. She picks you up and hold on to you, pinning you against her shoulder like the strap of a bag. She makes a couple taps on the phone.

"You ready? I just finished."

"Yeah, I'm ready." the familiar voice responds.

"Sweet, I'll be up in a minute. Make sure you're prepared."

She taps the "end call" button on screen and continues to walk with you in her grasp through the hallways and saunters down, her huge and still hefty balls colliding with her legs with every step. She makes her way into her bedroom, where she sees a welcome face greet her on her bed, wearing nothing but her fur.

"Well hello Twilight, who do we have here?" the deep blue mare inquires.

"This," she says, shaking your cock-body, "is the new royal scepter, lovingly made from my generous boyfriend."

Luna's mouth begins to water, as does her moist snatch. "So am I going to get to play with him?"

"Oh most certainly." you perk up at hearing Luna's voice. Both you and Twilight had bonded with Luna since all of you had to acclimate to being social in modern Equestria, so you all learned from each other. You had spent nights watching movies or playing games (something Luna had really latched on to), or just sitting and talking. A few sexual things here and there, but nothing this monumental.

"Bring him to mama." she says, motioning for Twilight to come and present you to the Princess of the Night.

"Yes, Princess." Twilight replies, taking off her soaked skirt and blouse. She sways towards the bed, making her gigantic testicles slosh and gurgle with each step. She stops at the end of the bed and lifts up her hefty globes, resting them on the soft mattress. Luna scoots over to the end and lays her head on one like a pillow, putting her ear to it. Feeling the warmth and hearing the movement of the seed inside of it. She starts to nuzzle the orb, moving her hands all around the still-slick purple flesh and stimulating them. Twilight shudders and lets out a spurt of precum onto her collarbone, as she is holding you up to give Luna better access to the giant jizz factories. Luna continues to worship the bearers of seed, kissing and licking them all around. She is mesmerized by the scent of the previous orgasm, both yours and Twilight's musk, and the earthy mix of sweat and cum.

Twilight then glides on to the bed, sliding around her nuts and moving towards Luna to give her a kiss. Their ample chests bump up against each other, the massive human-turned-maredick between the four breasts as it curves to avoid the two royal mares locking lips. Luna manages to taste a hint of what's to cum. She licks her lips.

"Delicious. Is that what's on tap tonight?"

"Freshly brewed, right here in the bedroom." Twilight replies, groping her enormous sack.

Luna moves in to the rapidly-expanding dick, kissing the opening and sticking her tongue in it, hoping to get more of your essence. You subconsciously oblige, spurting more on to her chest and stomach. She responds by taking you and sliding you over her body, using you as a pole of pleasure. It's the largest boob job in history, you oddly muse as you feel her soft fur and hard nipples collide with your flesh, veins, and medial ring. She licks all around it like it's a giant candy cane, but even stickier. Twilight is moaning at every lick, kiss, and rub Luna administers. All 3 of you are in heaven right now, and it's only going to get better.

"Wait!" Twilight says, suddenly separating you from the goddess. She snags her phone. "To: Celestia: Hey ur prob gonna need to raise the moon, Luna and I are a bit occupied ATM" she texts, saying out loud as she types. Her phone dings in response.

"Only because it's your anniversary. And I get it next year."

"Ugh, fine, thx" Twilight sighs as she types back, throwing her phone on to the couch in the bedroom. You had fallen flaccid as she had typed.

"So, where were we?"

"I was just admiring and worshipping your magnificent pillar of flesh. But now I want more. I want it in me."

You start to fill with blood at the thought of being inserted in a Princess.

"Inside of you?" Twilight asks, shocked. "How."

"It's Princess magic, I ain't gotta explain shit." Luna replies. Both you and Twilight have heard that one before so she decided to go for it, getting as aroused as you both have ever been combined. Luna's light blue magic cloud appears over her pussy as she hides her stallionhood for the night, also stretching out her lower lips as far as possible to prep herself. Twilight now stands 3 feet away, her person-shaft bobbing up to attention, at its near 3 feet in length. A veritable leak of precum flows out like a faucet, and Twilight pokes her tip at Luna's flower. Both ponies shudder as sensitive flesh collides.

"I'm gonna try and push. Are you sure you want this?"

` "JUST FUCK US ALREADY!" Luna shouts, the Royal Canterlot Voice making a cameo.

Twilight slides the tip in, and already Luna is stretched to the max. There's no way Twilight is going to get all of it in. Luna already orgasms, being stretched more than anything in her life. Her walls grip the tip and keep it in, hoping to contain the warmth. "Keep...going..." she eeks out, panting already. The purple alicorn (who is more dick than pony at this point) pushes further in. Luna's legs are splayed out at an obtuse angle at this point, bracing for as much of the purple marecock as she can handle. Twilight keeps walking forward, centimeter after centimeter, inch after inch impaling Princess Luna on the giant shaft. Twilight makes it all the way to the medial ring, and the shaft is poking out of Luna's stomach like her flesh is made of spandex.

"Twilight. I want all of that inside of me. I want every tantalizing inch." she manages to say.

"Well okay, then."

Twilight continues to thrust in, getting the medial ring in to Luna's tight pussy. Luna orgasms again as the medial ring stretches her out even further. Twilight reacts to the walls clenching by releasing more thick pre-cum. It starts to balloon Luna's stomach around the massive dick. You can barely take in any feelings other than warmth and tightness, it's the best thing you've ever felt in your life. You want to stay in Luna's pussy forever. Twilight autonomously obliges, and slides in further. It's almost comical at this point, the stretchiness of Luna's skin showing a large tube-shaped bulge around her expanding stomach. Twilight keeps pushing. Until her balls hit the bed, and she winces from the pain. She couldn't believe it, and neither could Luna. Her hips moved forward another inch and she was touching hips with the dark blue Alicorn.

"Holy shit." they both utter.

Twilight wastes no time and immediately pulls out, and Luna's skin goes back to normal aside from the cum-gut. She thrusts back in and goes as deep as she can as quick as she can. Luna is taken aback and has all of the pleasure happen instantly. Twilight has now gotten lost in the magic of "friendship", and begins to pump into her elder friend with vigor that the Night Princess has not felt since her banishment. In and out, over the medial ring each time, balls hitting the bed and Luna's butt every so often, they both pant as quick as they can so they don't pass out just yet.

"I...want...your...FOALS!" Luna gasps out as Twilight makes the older her bitch and broodmare. "I want to be filled." She moves her legs around Twilight's hips and locks the Princess of Friendship in as close as possible.

This was the breaking point. Twilight lost it, right then and there. She thrusted for the last time, the tip of her boyfriend-dick bulging out near Luna's chest, somehow not harming her. Her balls lock up against Luna's pussy, and you feel your head flare out just a bit as a familiar sensation arises. You cum harder than the first time. The warmth, tightness, and intensity of your handler are too much. It comes out thicker, quicker, and even more delicious. You start to fill up the larger alicorn with everything you both can handle. Pump after pump, wave after wave of thick foal-batter. After a minute, Luna looks like she swallowed an over-inflated exercise ball. You finally slide out of her love canal and fall on to the floor, a torrent of sperm making it's way on to the floor. Twilight turns around and falls on to the bed on her back, as you flop on to her chest, and she is lying next to Luna. She kisses Luna on the nose as Luna's eyes open and meet Twilight's gaze.

"So did I actually get you pregnant?" Twilight gasps.

"Maybe, maybe not. We'll have to see. All I know is we'd be great mothers, and a certain guy would make a great father."

Luna pats what she can of her taut tummy, as they kiss again and both fall to sleep, and you flop on Twilight's chest between her breasts, sleeping the night away.

Author's Note

I kind of shoehorned in the ending, I don't really think I'm going to do anything with it. It'll probably get in the Epilogue somehow.

Hope you all enjoyed.