Inside Ponyville town hall, Trixie paced back and forth, her face split in a wide grin as she looked over her prize. Her rival, Princess Twilight Sparkle, and her five friends, all magically bound, gagged, and naked, all on their knees before her. Keeping six ponies magically bound like she was would be incredibly taxing for your average unicorn, but it was foal’s play for Trixie thanks to her little trinket. She brought a hand up to the obsidian amulet around her neck, the thing that had made this victory possible. She would have to track down that strange stallion that had sold it to her and reward him generously. But that was something for another day; for now, she had other things to consider.
She stopped her pacing in front of Twilight Sparkle who stared back up at her with a mix of fear, anger, and pleading. Trixie crossed her arms under her generous bosom, lifting them up even through the voluminous star spangled robes she wore. “Whatever should Trixie do with you?...” she said to nopony in particular. She had already ensured Twilight would never best her again, the alicorn’s horn lying on the ground beside her, but it still wasn’t enough for her. She needed someway to truly finalize her victory, her complete and utter dominance over these six fools. But how…
The amulet on her neck glowed an insidious red, and Trixie’s eyes briefly lit up in the same color. Her grin grew even wider. “Did you know, Twilight, that the wonderous spells the Great and Powerful Trixie has demonstrated today are not the only tricks I learned? There is another… body modification spell I mastered! See for yourself!” She said, then in one motion threw off the robs she was wearing, revealing herself to be completely naked underneath. Her tits as large as her head stood proud and firm on her chest, but what really made Twilight's eyes go wide as saucers was the massive stallion meat hanging down from Trixie’s crotch and a pair of balls the size of melons squished between her thighs. “It was one of the very first spells Trixie tried out upon acquiring her new toy!” Trixie proudly explained as she grabbed Twilight’s head and forced the alicorn’s face into her crotch, rubbing her foot long flaccid but quickly growing length all over her rivals face, prompting muffled groaning from her captive. “Trixie is very proud of how well it turned out!” she said, “What do you think?” She pulled twilight’s face away from her now half erect dick and her horn glowed and removed the magical gag in Twilight’s mouth.
“Trixie, please!” Twilight pleaded, “you’ve already won! You don’t have to do this!”
“Oh, of course I don’t have to, but I so very much want to!” she replied as she grabbed her now fully erect, nearly three foot long maredick, her hand only able to wrap around half of the meaty girth, and positioned the head right in front of Twilight's face.
Twilight scowled back. “Well you won’t be getting any oral pleasure from me!” she growled out through gritted teeth, “not as long as I live!”
“Oh, is that so?” Trixie replied, then in one swift motion swung her dick around and slapped Twilight in the side of the face with a loud, meaty thud. “That’s perfectly fine, I don’t expect you to pleasure Trixie orally,” she said as she repositioned her dick right in front of twilight, then grabbed the alicorn’s head and pushed her muzzle up against the head of her cock, “I just expect you to hold still!”
Twilight eyebrows arched in confusion for just a moment before her eyes nearly bulged out of her head as Trixie’s cockslit opened up and the tip of her muzzle slipped inside. Twilight hardly had time to let out a startled shout before Trixie shoved the alicorn’s head inside, causing her dick to bulge outwards. Trixie let out a loud moan. “Oh, stars above, this feels better than I could have imagined!” she said as the now desperately writhing mare’s head was completely engulfed up to her neck. She thrust her hip forward and her cockslit strteched even wider, taking in Twilight’s shoulder. Trixie positively screeched this time, eyes rolling back into her head.
She was vaguely aware of muffled shouting from Twilight’s friends, no doubt pleas and protests, but she couldn’t care less about them. Her attention was entirely on the alicorn princess she was turning into cockfood. She reached down and grabbed Twilight’s sizable breasts and started kneading them, eliciting a startled groan from the mare buried in her dick. “Such a delightful body you have, Twilight!” she said as she squished and squeezed at those orbs of flesh, “almost as good as the Great and Powerful Trixie’s body!” She then squished her tits flat against her chest and thrust forward again, the entirety of Twilight's upper chest no stuffed down Trixie’s cock.
“But now Trixie will put that admittedly sexy body of yours to a better use!” Another thrust, another few inches of struggling alicorn vanished down Trixie’s massive maremeat. “You’ll be a much better load of jizz than you ever were a princess!” Her voracious dick now at Twilight’s hips and the mare’s head now bulging out her balls. With most of the former princess now devoured by her dick, Trixie grabbed her cock and lifted it up, pulling the mare’s still bound legs off the ground. She carefully took a few steps back and sat down in a nearby chair, leaving her legs spread wide to provide the room for her balls that she would soon need.
Now seated and with gravity on her side, Trixie couldn’t help but notice that Twilight’s generous ass, which was agonizingly slowly slipping inside, was right in front of her face. She reached up and grabbed those cheeks, her finger squishing into them. “You already look so delectable, but you’ll be even better once Trixie’s balls are finished with you!” Her horn lit up and Trixie released the binding on the alicorn’s legs, only to grab them in her magic and spread them apart, revealing her cock snack’s cunt. “But before that happens,” she said with a lick of her lips, “Trixie would like to sample the original!” She dived forward, burying her muzzle in Twilight’s snatch. Trixie let out a delighted moan, both at her meal’s taste and at the sensations from the increased struggling from her prey. But between Twilight writhing about and Trixie pushing down on her cunt, the mare started slipping down fast, and it wasn’t long before Trixie was forced to pull back. “Mmm, delicious!” she said as she licked Twilight’s fluids from her lips and watched her rival’s cutie marks get sucked down into her shaft. “But you’ll be even more delicious as Trixie’s cum!” she said as Twilight’s slender legs quickly slipped inside with the widest part of her having been consumed. Trixie looked down at her massively bloated nuts which were quickly filling up with alicorn. “You’re going to make a much better load of cum than you ever were a pony!”
Trixie sat back as she watched the last of Twilight’s lower thighs and finally feet sucked down into her cock. She reached down as the last of the former princess was deposited into her balls and gave them a squeeze, feeling the mare violently struggling within, listen to her muffled shouting and pleading. “Now we just have to wait, Sparkle, while Trixie’s balls turn you into something much more useful than you were before!”
She sat back and for the first time since she started devouring her rival, she looked to her other friends. They all had varying expressions, from shock and anger to non stop sobbing. The pink one seemed completely broken, just staring ahead into nothingness. And the blue one! Trixie had never seen so much hate in a pony’s face before! Her amulet glowed red again, and a smirk snaked its way across her face. She grabbed the pegasus mare in her magic and floated her over. “Goodness, so much anger!” Trixie said as she looked the mare whose name she couldn’t be bothered to remember in ther face. “Trixie understands,” she said as she floated the mare down and crammed her up her massive balls, right against the form of her still struggling friend, “You’re upset because your precious Twilight gets to become a part of trixie and you don’t!” She brought the mare back up. “Well never fear! It will take some time for Twilight to be churned up into spunk, and since one is never supposed to have dessert first, she has decided that you should be her meal!”
She lifted the blue pegasus into the air over her head and opened her mouth wide, wider than a pony should have been able to. She paused long enough to watch fear work its way onto her meal’s expression then plunged the mare down into her maw. Trixie’s neck instantly bulged out with the mare’s head as her lips stretched over her shoulders. The voracious unicorn’s eyes rolled up into her heads as she tasted her appetizer; she was almost as good as Twilight was! She wasted no time in wolfing down the pegasus, her small breasts not causing her even a moment's pause. Powerful, noisy gulps pulled the mare down inches at a time, Trixie eager to reach the tastiest part of her meal. She slowed down only as she reached the rainbow haired pegasus’ hips, her lips starting to stretch out around her toned hips. More importantly, the mare’s slit was also in reach of her tongue. Trixie didn’t waste any time sampling her meal’s honeypot, her tongue diving right. The blue mare slowly continued sinking in further, her meal’s writhing and gravity taking the place of active swallowing. To Trixie’s surprise, she felt the mare inside her begin to tense up and promptly pulled her tongue out. She would have smirked at the indignant groaning from her belly if her mouth wasn’t full of a mare’s waist. She instead looked up at those delightfully toned legs still sticking out of her mouth and resumed swallowing. The rest of her meal slid down her throat quickly and only a few gulps later she shut her mouth over the rainbow mare’s feet, and a few more swallows deposited the rest of her meal into her stomach.
She licked her lips as her hands rubbed her now distended, wriggling midsection. “Delightful!” she said as she squeezed and kneaded at the form in her gut, “you were quite delicious and will be much better of as a part of the Great and Powerful trixie than you were as a pony!” She glanced past her bulging gut down at her massive balls, noisily gurgling and sloshing as they processed their load. They was no longer any movement and they were much rounder than before, but when trixie squished her feet into her nuts she felt some solid parts still left.
“Excellent,” Trixie said as she looked back up at the others, “there’s still time for a second course before dessert is ready!” She looked over the remaining four ponies as she decided which one to devour, idling noticing that the pink one’s absurdly poofy hair had gone flat. Her eyes finally settled on the only pony still showing some defiance on her face. She remembered this one’s name; Applejack. She grabbed the mare in her magic brought her forward.
“Goodness!” Trixie said as she stretched the mare out with her magic and looked her over. Her eyes lingered longest on her thick, meaty legs and thighs. “Your pegasus friend was merely an appetizer compared to you! Those legs of your would be a feast all on their own!” Her magic lifted the mare up overhead, feet down this time. “Trixie cannot wait to dig in~” she said, then opened her mouth wide once again and lowered the mare’s feet in. She was delicious; apples and cinnamon with an earthy overtone. Trixie greedily gulped down the feet and lower legs in order to reach her meals best part, those extremely well developed calves and thighs. She let out a moan of delight as she nibbled at her thick, juicy upper legs as they were sucked down into her gullet. Her eyes rolled up into her head as she reached those luscious thighs and thick, developed ass, taking her time to really gnaw at the thick, delicious flesh of her meal. She paused again as the apple mare’s hips bulged out her cheeks so she could sample her cunny as well. She lapped at it, enjoying the flavor that was spicier than the rest of her, but again swallowed her further down before the apple mare could get any enjoyment out of it. She closed her eyes in delight as her lips began moving over the mare’s toned belly…
She felt a sudden rush of air and heard the mare in her throat let out a grunt of surprise. Trixie opened her eyes in annoyance, but they shot opened wide when she saw the pink mare standing in front of her, completely free of her bonds and with a maniacal grin on her face. Trixie froze as her mind went into a panic; how did she get free of her bonds? Trixie should have felt them dispelled! To add to her consternation the pink mare then casually pulled the magical gag out of Applejack’s mouth, something that shouldn’t have been possible.
“P-Pinkie Pie?” Applejack said, obviously just as stunned as Trixie was. “Pinkie! You have to hel- MNF!?”
Whatever she was going to say was cut off with a kiss as Pinkie Pie started making out with Applejack. She pulled back from the stunned earth pony mare for a moment. “You’re so lucky, Applejack, getting to become a part of mistress! I wish I could be in your place!” She didn’t give Applejack a chance to respond before diving back in, her tongue taking full advantage of Applejack’s opened mouth.
Trixie was equally stunned. Her panic moments ago has given way to sheer confusion. Mistress? Not that she didn't enjoy being called such, but how… Her thoughts were thrown to the winds as Pinkie pushed forward on Applejack, forcing a few inches of mare down Trixie’s throat. It was enough to remind her she had a meal to finish. Trixie did her best to rapidly gulp down the rest of the farmer mare and with Pinkie’s assistance, made short work of her. Pinkie remained glued to Applejack’s mouth to the very end, Trixie having to actually push the pink pony away as her meals head entered her maw. She snapped her jaws shut over the orange mare’s face, only a bundle of blonde hair still sticking out which she quickly slurped down.
Trixie let out a sigh as she quickly gulped down the last of the mare into her gut then glared at the crazy pink pony. “What do you think you- ooohhhhh...” Trixie’s questioning was cut off as the pink pony flipped a leg over Trixie's dick and sat down atop it, enveloping it with her bountiful bubble butt as she began hugging and squeezing the blue mare’s bulging, writhing gut.
“Mistress is so great, letting other ponies become a part of her!” Pinkie said as she ground on Trixie’s massive dick while rubbing her gut. She reached up and wrapped her lips around one of Trixie’s large breasts and started sucking vigorously on it.
Trixie was in heaven, her head hanging back and tongue loling out of her mouth as she enjoyed the pink pony’s ministrations. She moaned in delight and decided that maybe she didn’t need to questions the crazy mare’s change in allegiance. “Yeeesssss… and you are an excellent pet for the Great and Powerful Trixie…”
In a blink of the eye, Pinkie pie wen from straddling trixie’s dick to being underneath it, hugging and squeezing at her massive balls. “Ooh, mistress, I think Twilight is all ready for you!” She said as she smushed her face into Trixie’s huge, gurgling orbs.
Trixie looked down with a grin. “I believe you are correct, pet!” she said, excited to finally get to her desert. She grabbed her cock and pulled it towards her face, but found that it couldn’t reach. The two mares filling out her belly proved too big an obstacle.
“Ooh, lemme help!” Pinkie said, and pushed herself against Trixie, pressing her dick against her writhing gut. But even with her assistance, Trixie still found about an entire foot between her flared head and her mouth. Her dick only just reached over the curve of her distended gut and the bottom of her breasts.
Trixie scowled at the disk, just out of reach. She would not be denied her dessert! But how… the amulet around her neck glowed red and her eyes lit up a similar color. Her scowl turned to a smirk, Trixie’s horn lit up and her magic engulfed the entirety of her dick. A few moments passed with nothing happening, but then her cock jerked and started growing. Trixie watched with a wide grin as her dick started creeping the rest of the way up her gut and and reached her breasts. It pushed them apart as it passed between them. She licked her lips in anticipation as it rose up pasts her breasts. She opened her mouth wide and eagerly engulfed the head of her dick, letting out a moan as she finally started sucking on herself. She pressed her tits together, her generous orbs almost able to hide her entire girth. But even still her dick kept growing. Trixie’s cheeks bulged out with the amount of her own maremeat filling it.
Between Pinkie Pie squishing her dick between her thick, pudgy form and the two mares still writhing about in Trixie’s gut and trixie giving herself a combination titjob and blowjob, she felt herself fast approaching her limit. She made one last surge of growth magic as she felt her dick flaring out, just enough to send her head into her throat. She swallowed, and the feeling of her throat muscles massaging her dick finally put her over the edge. Pinkie Pie let out a happy squeal as she felt her former friend surging up Trixie’s cock. The initial surge of spunk caught trixie off guard, and she gagged as some thick, purple jizz leaked out of her nose. But she was determined to have her treat and didn’t pull out. A near steady stream of jizz was flowing from her cock straight down her throat. Minutes passed as her massive nuts slowly shrunk, transferring their entire alicorn’s worth of spunk to her belly. Her gut rounded out, the forms of the two mares inside slowly becoming less and less distinct as the liquified princess filled in all the space around her friends.
Pinkie eagerly pressed her ear against her mistress’s filling gut as she hugged and squeezed it around her still throbbing marecock. As all the spare room inside filled with former princess, Rainbow Dash and Applejack’s vocal protests ceased. Pinkie kept kneading the now sloshy belly, and was able to feel first one of the forms inside give a spasm and go still, then the other.
Finally the flow of cum ceased and Trixie pulled her head off of her cock, licking her lips to catch any purple cream that she may have missed. Pinkie finally moved back and, seeing a glob of purple goop on the tip of Trixie’s dick, quickly lapped it up. “Mmm, she was tasty!”
“Indeed she was!” Trixie replied as she wrapped her arms around her now enormous belly, giving it a little squeeze. “No more struggling from those two, eh?”
“Nope!” Pinkie said as she returned to rubbing her body agaisnt Trixie’s bloated belly. “All still now!”
“A shame,” Trixie said, “I rather enjoyed their wriggling about.” A malicious smirk appeared on her face. “I suppose ponies can’t breathe jizz, I’ll have to use a breathing spell next to keep my meal alive a bit longer!”
Pinkie let out another excited squeal. “Oooh, I can’t wait for next time!” she said, then turned to look at the remaining two ponies in the room. “What about Flutters and Rarity?”
Trixie, having almost forgotten the other two were there, glances in their direction. The white unicorn was staring straight ahead, a steady stream of tears running down her face, while the yellow pegasus had fainted and was laying on her side on the floor. “I’ll save them for later,” Trixie said after some thought, “afterall, it’s going to be hungry work taking over the rest of Equestria!”