Pinkie Pie skipped up to the front door of Twilight’s castle, her generous breasts bouncing about within the confines of her yellow tank top. She rung the doorbell and eagerly shifted back and forth on her feet, her tight denim shorts showing every jiggle of her ass. She only had to wait a few moments before she heard the familiar pop of a teleportation spell and the door opened, Twilight Sparkle on the other side. “Oh, Hello, Pinkie!” Twilight said. She was wearing a loose, body length dress that was a slightly darker shade of purple than she was. “What brings you here?”

“I was hoping I could get some more of your super special tasty delicious cream!” Pinkie replied.

“Again?” Twilight asked in surprise, though she also had an eager smile on her face. “Isn't this the fourth time in the last three days?”

“I know, I know, but I just can't help it!” Pinkie cried out in response. “It's just sooooooo good!”

A slight blush came over Twilight's face, but her smile only grew wider. “Alright then, Pinkie. I'm still pretty wiped out from the last few days, but you're welcome to whatever I have left.” Her horn lit up, and in a flash they were in Twilight’s bedroom.

“Oooh, Thank you thank you thank you, Twilight!” Pinkie shouted as Twilight climbed up onto her bed and lied down on her back with her legs spread.

“You’re welcome, Pinkie,” Twilight replied. “Now, without further ado…” Her horn glowed again, but this time the flash removed the dress she was wearing, leaving her completely naked.

Pinkie’s eyes were immediately drawn to between her legs to what was quickly becoming one of her favorite dispensers of creamy goodness: Twilight’s dick. Still semi-flaccid, it was already a foot long and Pinkie knew from past experience that it would get longer than that. “EEEEEEE!” Pinkie cried out in delight and took a running leap onto the bed. She was engulfed in another flash of magic midair that left her naked as well, and her entire body jiggled when she landed on her hand and knees on the bed. She wasted no time at all before darting underneath that leaning purple spire of flesh and attacking the factories that made her favorite treat, suckling and licking at the pair of baseballs Twilight had dangling beneath her dick.

Twilight leaned her head back and gave a pleasured moan as Pinkie got to work. Not only was she lathering every last centimeter of purple balls that she could reach, but her fuzzy, poofy pink mane was rubbing back and forth against the underside of her dick, a unique sensation that Twilight’s always loved. She let out a yelp as Pinkie took both of her balls into her mouth, engulfing the entirety of her sack and sucking and licking it like her life depended on it. It was enough to cause Twilight's dick to shoot up and In less than a minute Twilight’s scepter was at it’s full two foot length. “P-Pinkie,” Twilight managed to gasp out, “I’m ready!”

Pinkie released the tasty purple balls from her mouth and gave them a loving nuzzle before moving on to the main course. She took her time, starting at the base of her dick and slowly licking, nibbling, and suckling her way up, her fuzzy mane still brushing against the purple cock as well. “Oooohhhhh…” Twilight moaned, “PInkie, s-stop teasing me like that!”

“But I have to, silly!” Pinkie replied as she rubbed the side of her face against that purple rod of flesh, “this way I get the most creamy goodness at the end!” She brought her mouth to back into play again and, having reached the medial ring, began lightly nibbling on it, drawing another moan from Twilight. As she moved past the medial ring, she pushed her hard purple treat down towards Twilight's body so she could bring some of her best assets to bare; her bountiful breasts. With Pinkie squeezing her breasts together, they were easily big enough to fully wrap around Twilight’s monstrous rod, and her monstrous rod was easily big enough that there was still a good half a foot sticking out from between them.

“P-Pinkie, please!” Twilight pleaded as Pinkie’s skilled mouth approached the head of her cock.

“Now now, Twilight,” Pinkie pie said as she nuzzled the wide, flared head, “You can’t rush a proper recipe! You’ve got to let it simmer~” She started licking along the underside of Twilight’s flare as her breasts continued rubbing and squishing the rest of the shaft, causing the alicorn mare to writhe about beneath her.

When Pinkie started nibbling Twilight’s flare, it became too much for the mare. “OOOOOHHHH! I-I think you’ve been simmering me too long!” Twilight said “I think I’m about to- to boil over!”

“Ooh, we can’t have that!” Pinkie replied. “Better get it prepared for serving, then!” She opened her mouth wide and, with only a little difficulty, engulfed Twilight’s flare. And then kept going. Pinkie’s head steadily descended as Inch after inch of cock flesh disappeared down her ravenous gullet. Twilight bit her lip to keep from screaming as she felt her head enter the pink pony's throat, yet Pinkie didn’t slow down in the slightest. She removed her warm breasts from around Twilight’s rod, but quickly replaced them with the embrace of her mouth.

“F-fuck!” Twilight said as her medial ring entered the tight confines of Pinkie’s throat. Leaning her head to the side, she could see her dick bulging out the underside of Pinkie’s throat, and could even see the bulge of her medial ring slide down and disappear past her collarbone, a sight that sent a pleasurable shudder through her body.

Finally, Pinkie’s nose made contact with Twilight’s crotch. Twilight’s entire two foot length of flesh was entirely tucked away inside Pinkie Pie’s gullet. Twilight’s whole body was quivering, right on the edge of orgasm. She looked down at her crotch, where Pinkie was looking right back up at her. “P-Pinkie, I’m so- so c-close…” Then she felt Pinkie’s improbably long tongue slip out from her stuffed mouth and reach down to swipe at her balls.

That was the trigger she needed. “AAAAHHHHH!” Twilight screamed as she came, pumping her seed directly into Pinkie’s belly. Twilight’s arms reached forward and grabbed Pinkie’s head by her fluffy mane, holding her in place as she emptied herself into her freind. Half a minute later, she felt her orgasm coming to a close and lifted Pinkie’s head up to ensure she at least got a few spurts into her mouth where she could taste it.

Pinkie lingered there, suckling on the head of Twilight’s dick as the last few spurts of creamy goodness emptied into her mouth, her cheeks puffing out to hold the load. When she felt no more spurts coming, she lifted her mouth off of Twilight’s softening dick. She gave an exaggerated “Mmmmhhhh~” as she swished the jizz around in her mouth a bit, then opened wide. She made sure Twilight got a good view of all the creamy whiteness inside, swishing her tongue around through it a few times, before closing her mouth again and giving a single, loud gulp.

“Mmmmm!” Pinkie hummed again as she licked her lips, “just as good as always, Twilight!” She looked down at her belly, which was bulging out more than usual from the seed pumped into it. She looked like she had eaten a massive meal; something that left Pinkie disappointed, since Twilight usually left her looking pregnant with twins! “But there wasn’t very much, was there…” she said as she rubbed her belly.

“Sorry… Pinkie…” Twilight said as she tried to catch her breath, still recovering from her orgasm. “But like I said, this is the the fourth time in the last three days we’ve done this. Even an alicorn like me needs time to recover.” Pinkie’s only response was a sad whimper as she leaned down under Twilight’s dick to begin nuzzling at her balls again. “I… Don’t think that’s going to help anything, Pinkie,” she said, but then let out a pleased moan as she felt her pink friend's tongue come into play. “Mmmm… but feel free to keep that up…” Twilight added as she leaned her head back and closed her eyes.

Pinkie sadly nuzzling at Twilight’s balls, occasionally giving them a little lick. She knew it wasn’t Twilight’s fault that she was all empty, but she still wanted more! Her nuzzling moved upwards, moving up her favorite purple shaft of flesh, rubbing her face all over Twilight’s semi-flacid and still wet and messy dick. Pinkie’s face was a mess by the time she reached the top and gave a gentle lick on the top of Twilight’s lower head. She gave a delighted gasp as she tasted some leftover flavor leaking out of Twilight's slit and started gently lapping the tip of her dick, getting another moan of delight from Twilight. It reminded Pinkie of licking the cake batter off of the spoon after putting the cake in the oven, after which she’d then lick the inside of the pot clean and-

Pinkie paused where she was, the flat of her tongue covering Twilight's flared head. What if she tried the same thing here? Even if Twilight’s balls didn’t have enough delicious frosting to pump out, surely there was still some coating the inside! But the only way to reach Twilight’s balls was through her dick… Pinkie redoubled her licking, pushing her tongue harder and harder agaisnt Twilight’s cockslit.

“Hmmm…” Twilight moaned as her semi-flacid dick rose back to full mast. She raised her head to look down at her friend, lapping like mad at her dick. “You’re really eager today, aren’t you, Pinkie?” Pinkie’s only response was to look back up at Twilight as she licked even harder- and then her tongue actually entered the tip of Twilight’s dick. “Aahhh!” Twilight threw her head back as her friends oral organ started assaulting her dick from the inside. “F-fuck! If I didn't have a refractory period- Mnf! M-more!”

Twilight’s eyes were rolling back in her head as Pinkie’s tongue slipped further down into her cock; further than any mare besides Pinkie could ever manage. But still the pink cum fiend tried reaching deeper. The pressure on the head of Twilight’s dick grew and grew until something finally gave way.

“AAAAAHHHHHH!” Twilight shot up as her mind was suddenly overwhelmed with a massive burst of pain and pleasure. She stared at her dick, the source of that sensory overload, and it took her a few moments to comprehend what she saw. Pinkie had somehow shoved her entire muzzle down into Twilight’s dick, noticeably bulging out the end of the purple rod of flesh. Pinkie was keeping perfectly still as she stared back up at her, and Twilight could tell from the look in her eyes that she was worried that she had just hurt her friend. And while there was certainly some pain, there had also been pleasure that Twilight had never felt before… Then Pinkie shifted her head slightly and Twilight moaned loudly as another burst of pain and pleasure shot through her. Every rational part of Twilight’s mind told her that this shouldn’t be possible and she should tell Pinkie to pull out right now, but that part of her mind was quickly being buried under an impenetrable haze of pleasure. “K-keep going!” were the words that finally came out of her mouth.

Pinkie let out a happy squeal and resumed her quest for Twilight’s creamy center with gusto, licking and lapping at every little bit of the inside of Twilight’s dick she could reach as she slowly pushed more of her face inside. The effect was instantaneous, turning Twilight into a writhing, incoherent mess on the bed. It was almost too much for Twilight to comprehend the feeling of her dick stretching out wider and wider as Pinkie started pushing her head inside. She thought it couldn’t possibly feel any more pleasure, but then Pinkie’s mane entered her dick as well. “AAaaahh! Y-yes!” While it provided a very unique, pleasurable feeling when it rubbed against her dick from the outside, it was indescribably good feeling it from the inside.

Twilight had lost all sense of time, her mind nothing but a blaze of pleasure, but eventually she actually felt Pinkie’s shoulders bump up against the head of her dick. She stared in disbelief at her dick stretched impossibly wide around her friend's entire head, then she heard a distressed moaning from inside that massive bulge. Twilight realized that Pinkie wasn’t going to be able to get any further on her own power. The rational part of her mind was screaming at her to stop, but the only thing Twilight was aware of was pleasure, and the possibility that having more of Pinkie bulging out her dick might bring her to even greater heights.

“M-MORE!” Twilight growled, then grabbed Pinkie Pie in her magic and lifted her from where she was kneeling on the bed with her head inside Twilight’s cock. Careful to keep her head tucked inside her dick, Twilight lifted Pinkie into the air, turning her temporarily upside down before bringing her back down. Pinkie’s upper back was now resting on Twilight’s belly and the alicorn quickly wrapped her arms around her pudgy friend to help push her down farther. She brought her magic into play as well and slowly but surely, Twilight’s dick opened wider and wider to take in the pink pony’s shoulders. Progress was agonizingly slow, but they finally slipped inside- quickly followed by another few inches of pudgy pink body, causing Twilight to let out an ear shattering screech of pleasure.

The next obstacle quickly presented itself; Pinkie Pie’s generous double Ds. Twilight grabbed those fatty funbags, each much more than a handful, and started roughly squishing and squeezing them, anything to try get them to fit into her bulging shaft. Inch by inch they vanished into her cock, bulging it out more and more, until finally they were consumed as well.

Two major obstacles out of the way, Pinkie began slipping inside more quickly. Twilight’s ravenous dick had just reached Pinkie’s pudgy belly when Twilight heard a delighted squeal and a new sensation assaulted her. Pinkie had finally reached her goal; Twilight’s balls. Twilight’s eyes rolled up into her head and her tongue hung out of her mouth as she let out another scream. Her mind was overwhelmed with the sensation of both her balls stretching out around Pinkie’s head and her pink friend fervently licking everywhere she could inside those purple orbs.

As Twilight recovered from the initial surge of sensation from Pinkie’s head entering her balls, she came to the realization that Pinkie’s generously fat ass was now resting right by her face. She left one hand on Pinkie’s pudgy belly, helping squish it down to join the rest of her inside of her dick, but quickly brought her other hand to those thick, doughy cheeks. She grabbed and handful and squeezed, amazed as she always was at the way her freind’s soft assflesh would jsut ooze out from between her fingers. More than half of Pinkie’s gut now engulfed by her dick, Twilight brought her other hand to join the first, grabbing the other one of Pinkie’s luscious pink cheeks. She pulled them apart and was awarded with a stream of fluids leaking from Pinkie’s needy nethers, her thick round ponut clenching and unclenching and her cunt just begging for attention.

Twilight, deciding that thei would be an excellent way of pushing her friend in deeper, dived right in. She gently nibbled the edges of Pinkie’s ponut for a few moments before putting her own tongue to use, suckling at it and even sticking her tongue inside a little, all the while still squishing and squeezing and kneading that delightfully warm and soft ass. She was rewarded with a happy squalling from inside her balls and Pinkie’s legs flailing about behind her head.

Twilight was running completely on autopilot as she felt her dick begin stretching out around Pinkie’s ass, pleasure and lust the only things she could think of. She moved her mouth upwards to the pink mare’s cunt, delighting the the flavor of the fluids that were practically spilling out of it. She shifted her frenzied kneading of her friends ass to squeezing, trying to get the voluptuous mass of flesh to fit inside her dick as she ate her out. Twilight lightly nibbled Pinkie’s clit and that was all that was needed to set the party pony off, giving Twilight a tasty mouthful of marecream.

Twilight licked her lips as she pulled away just in time to see the last of Pinkie’s cutie marks vanishing into her impossibly stretched, flared head. She laid back, panting heavily with tongue hanging out of her mouth and she fed Pinkie’s thick thighs into her dick as well. “F-FUCK!” she screamed out as, the thickest parts of Pinkie now inside, the rest of her seemed to slip in much more rapidly. Twilight quickly found herself with her hands on the soles of Pinkie’s feet, pushing the last bits of her down into her ravenous cock.

Twilight leaned forward as her friend was finally completely consumed by her dick. She watched in awe as the bulges that were Pinkie’s legs and feet traveled down her dick to join the rest of her in her impossibly bloated balls. Pinkie was still writhing about inside, twisting and turning about in an attempt to lick and suckle every single inch inside. “P-Pinkie!” Twilight gasped out as she leaned forward and started rubbing her friend through her balls. “Fuck! I-It feels so good, don’t stop!” She leaned forward more, and found to her delighted surprise that her dick was now sandwiched between her belly and her writhing, bloated nuts. “Y-YES!” Twilight shouted in response to this new source of pleasure. She wrapped her arms around balls as she started thrusting as much as she could, jerking herself off with her own body, bringing her to even greater heights of pleasure.

The pleasure of jerking herself off in such a way was so intense that it was all consuming. Her mind was aware of nothing but the feeling of soft, warm flesh against flesh. She didn’t notice her good friend slow down and eventually stop moving inside her balls. She didn’t notice as Pinkie’s solid form softened and broke down, her massive balls rounding out as they converted their occupant into a truly massive load of fresh alicorn spunk. The only thing she knew was overwhelming pleasure. Pleasure that was quickly becoming too much for her.

“F-fuck! I’m… I’m going to- AAAAHHHHHHHHH!” Twilight screamed as she came, gallons of jizz shooting from her cock like a firehose. The pearly white stream reached all the way across the room to splatter against the far wall. She continued screaming though she no longer had any breath, the pleasure of such a massive orgasm almost enough to break her. Then the second spurt came, even larger than the first, and that was the last straw. Twilight’s vision went white as she passed out.

A quiet moan emanated from Twilight as she slowly regained consciousness a short time later. A content smile wrapped across her face as her memories returned to her. “Hmm… By Celestia, that was the most amazing experience I’ve ever had, Pinkie…” she said without moving, content to lay on her bed, eyes still closed. Her smile faded when she didn’t hear a response, however. She opened her eyes and propped herself up on her elbow to look about the room. “Pinkie Pie? Where’d you go?” She tried remembering exactly what had happened, but found she couldn’t; halfway through shoving her friend down her dick, her memories became an impenetrable haze of indistinct pleasure.

“What…” she quietly said to herself as she sat up to get a better look around the room. He eyes were immediately drawn to the prodigious mass of jizz slowly sliding down the far wall into a massive puddle on the floor. Her face scrunched up in confusion; there’s no way all of that could have possibly come from her. That was a good deal more than she could produce on a good day, and she remembered telling Pinkie that she was completely spent shortly before she somehow started shoving herself down her cock…

Her look of confusion slowly turned to one of horror as her mind connected the dots.
“...No…” she quietly said as she shook her head, staring at the massive puddle of spunk in disbelief. “No… no no no!” She scrambled off of the bed towards what she feared was all that was left of her good friend. She fell to her knees as she reached the white puddle, her hands squishing into the goopy, creamy substance. “T-This can’t!” Tears began rolling down her face to drip off of her chin, falling into the puddle of spunk below. “I’d… I’d never! I-If I’d known!...” She rose up on shaky legs and took a step back, only to fall right back down again, her eyes still locked on the puddle of spooge. “Oh Celestia…” she choked out as she started sobbing, “Pinkie Pie, I’m so sorry, I…” She finally managed to tear her gaze away from what was left of her friend and broke down, curling up on the floor as her grief overtook her.

Distressed as she was, she didn’t notice that the puddle of spooge wasn't spreading across the floor like liquids should, and in fact seemed to be doing quite the opposite. She wasn’t aware of a solid form slowly emerging from the thick white spunk, the form of a very familiar mare. The long smear of jizz on the wall congealed together to create a head and torso attached to a pair of legs rising from the puddle on the floor. Pinkie Pie’s face scrunched up in pain as she brought her goopy white hand up to her forehead. “Ugh… did anyone get the licence plate on that carriage?”

Pinkie heard a startled gasp and opened her eyes to see Twilight Sparkle staring at her. Twilight’s mouth opened and closed a few times to no avail before she finally managed to say anything. “P-Pinkie Pie?”

“Twilight?” Pinkie wondered at the shock, fear, and confusion on her friend's face, but more important than that was that she was also in tears. Seeing her friend in such obvious distress was enough to make Pinkie forget her own discomfort. She rose to a kneeling position and flung her goopy arms wide open. “I don’t know what’s got you feeling down, but you just come give your auntie Pinkie Pie a big hug and tell me all about it!”

A relieved smile came over Twilight's face. “Oh Celestia, it really is you!” she said, then scrambled to her feet and lunged forward into Pinkie’s arms, carrying the both of them to the floor- where Pinkie splattered apart into a puddle of spooge again, leaving Twilight to hit the ground. “Gah!” She cried out in pain, then rolled out of the puddle of jizz and sat up, rubbing her chin.

Pinkie slowly rose back out of the goopy white puddle, only know she was the one looking shocked and confused. She slowly brought her hand up in front of her face, for the first time noticing that it wasn’t its usual pink color, or even flesh and blood. “...Twilight…” Pinkie slowly said as she looked down at the rest of her, “...what happened?”

“I don’t know!” Twilight replied as she rubbed her chin. “You had just given me a blowjob but were kind of sad at how little jizz I was able to produce, and you started licking at the tip of my dick,” Twilight explained, rambling along, “and then you stuck your tongue into my urethra, and then somehow stuck your entire muzzle inside, and-”

“Oh yeah!” Pinkie interupted. “I had figured that if i wanted more, then I would just have to go to the source! So I kept shoving myself inside, and then you started helping me- really appreciate you giving me a bit of a good time along the way” Pinkie added with a wink. “Then I finally made it into your balls, and it was sooooooo good! Everything was covered in creamy, tasty deliciousness, including me! And then… then…” Pinkie trailed off. Her face scrunched up and she brought a finger up to her chin. “Hmm… I can’t seem to remember much of anything after that…”

“I think that-” Twiligth started, but was cut off by a gasp from Pinkie.

“Oh my gosh! If i was in your balls, and now I’m all creamy white and goopy, then…” Pinkie stuck her finger inside her mouth immediately let out a moan of delight. “Oh my gosh, Twilight, I’m your jizz! I taste soooo good!”

Twilight stared at her friend in open mouthed disbelief as Pinkie shoved her entire hand into her mouth, suckling on it in delight. Twilight couldn’t help but think that she was essentially eating herself… but since she was made out of a single liquid substance now, would the jizz she ate just travel back to her hand? And what if-

She was shocked out of her thoughts by a warm goppy mass of jizz being shoved into her own mouth. “OMG Twilight you have to try me! I’m sooo tasty!” Pinkie said, her hand now in Twilight’s mouth.

Twilight’s eyes widened slightly; she did taste great! But only a moment later she spat Pinkie’s hand out. “Pinkie, no!”

Pinkie gave Twilight a dejected look. “You don’t think I taste good?”

“No, you taste excellent,” Twilight admitted, “but I don’t how risky it is to basically eat part of you!”

“Aww, I’m sure it’s fine!” Pinkie said, “I’d just have to gulp down some more of your jizz to make up anything I lose!” Pinkie looked over her new body, same thick chubby form now made of the creamy treat she loved so much. “This is the coolest thing!” Pinkie said as she moved her own hand into her torso, merging them together before pulling them back apart. “I bet Rainbow Dash would love this! We totally need to invite her over so we can shove her down your dick and-”

“NO!” Twilight shouted with enough intensity to stop Pinkie mid sentence. “I have no idea how any of this is even possible, and I definitely couldn’t guarantee it would happen like this a second time! Pinkie, I… I thought you had died!” Twilight blinked, a few tears falling from her eyes as she looked away. “I thought I had killed you…”

“Oh…” was Pinkie’s quiet response. She stepped forward and wrapped Twilight in a warm, goopy embrace. “I’m sorry, Twilight. I wouldn’t have suggested it had I known…”

Twilight took a shuddering breath to compose herself then returned Pinkie’s hug. “I know you wouldn’t have, Pinkie.” They stayed that was a few moments, alicorn and jizz pony embracing each other, before Twilight finally pulled away. “Eugh…” Twilight couldn’t help but notice a thin layer of spooge now covering her body.

Pinkie gave a sheepish grin. “Oops!”

Twilight gathered the jizz up in her magic then sent it back to Pinkie, who easily absorbed it back into herself. “Now we have to try and find a way to change you back.”

“Aww, do we have to?” Pinkie asked with a pout. “I kind of like the idea of being jizz!”

Twilight rolled her eyes. “Of course we do, Pinkie! Don’t you know what happenes to cum when it’s been sitting out in the open for too long?”

Pinkie stuck her tongue out in disgust. “Yeah, it gets all yellow and gross and…” Her eyes shot open and she gasped. “You don’t think that will happen to me, do you!?”

“I don’t know!” Twilight replied, “but just to be safe...” Her horn lit up and Pinkie was encased in a translucent purple barrier. “That should ensure you stay nice and… fresh.”

“Oooohhh…” Pinkie examined her new addition, the purple barrier preventing any of her from dripping off or drying up while still allowing her the full range of motion of a normal pony.

Twilight’s horn lit again and in a flash they were both once again dressed, Twilight in her long robe and Pinkie in her tank top and shorts which rested atop the force field keeping her liquid self contained. Twilight opened the door to her room. “Come on, Pinkie, we need to head downstairs to the lab so I can start figuring this out.”

“Lead the way!” Pinkie said as she followed Twilight out of the room, skipping along as if nothing was the matter.

Author's Note

Written as a birthday gift Variant, who wanted something vorish involving Twilight! I've had this idea sitting in my head for quite a while, and decided that now was a good time to write it!

I still feel like I can't write a sex scene worth a damn...