Equestria Dickgirls: Rise of the Amazons

by MassDriver

Rating: mature
Tags: Twilight Sparkle, Anthro, My Little Pony: Friendship is Magic, Gilda, Sex, Human, Sunset Shimmer
Length: 3950

A human finds himself in an Equestria populated entirely by hermaphrodites... and beset by monsters. Could he hold the key to this world's salvation?

A human named Philip came to Equestria by accident... but as he grew to know its people, a race of hermaphroditic, talking "ponies," he soon found love.

He would be content to pass the days with his lovers - Twilight Sparkle the princess, Sunset Shimmer the unicorn, and Gilda the griffon - but this world is under constant threat by monsters, and Twilight and her friends regularly risk their lives to protect Ponyville.

Hidden away, Philip has a souvenir from his world - a serum that may increase strength, and offer a few anatomical "side benefits" on top of that. And with this power, perhaps the monsters might be overcome...

Contains: Futanari, Futa on Male, brief male muscle growth.
Future Chapters: Female Muscle Growth, inflation, foot fetish, male muscle growth, Giantess, Hyper growth, futa, bondage, breast expansion, milking and orgy.

This story was a commission! If you want one of your own, see my commission policy and prices here. I can also be reached at massdriver77 {at} gmail {dot} com, or on Discord at MassDriver#3858.

I've also set up a Ko-fi! If you want to support my work but you're not looking for a commission, it's a great way to leave a tip!

Cover art is derpibooru 1033474, by eikasianspire, used without permission.

Published 2017-08-25 00:20:06 UTC
Last updated 2017-08-25 00:20:06 UTC

Chapter 1

Friendship Castle’s orgy pit was once again full. No one missed the weekly orgy if they could help it; above their heads, the town above was nearly deserted. One or two ponies lay sick in bed, and a handful were assigned to act as lookouts just in case something caught fire. But everyone else - absolutely everyone - was in the expansive orgy pit.

When Philip first heard the term “orgy pit,” he pictured something far less inviting. The word “pit” put him in mind of a rough-hewn scar in Ponyville’s bedrock. As Twilight first led him down the staircase to the subterranean chamber, he began to imagine that the weekly orgy was some grim ritual, concealed beneath the sunny exterior of the pony world.

But the “pit” was, in fact, just an immense crystalline room lined with beds, couches, and loose cushions, with toys and refreshments stocked in cabinets around its circumference. Philip suspected that, even if he’d spent a lifetime visiting orgy pits, this would still be the nicest one he’d ever stepped into.

And after a couple of months in Equestria, the orgy had become part of his weekly routine, just like everyone else’s. Routine as it was, though, Philip hadn’t gotten bored of it yet, and from the look of the ponies in the pit, neither had anyone else.

Philip jumped as he felt a hand cup his crotch, closing around the stiff cock in his briefs. “No more gawking, lover,” said the voice of Sunset Shimmer. “You should be naked already. Naked, and attending to the needs of your lovers.”

She walked in front of him, her hand still on his crotch. Her two-tone hair waving around her shoulders. Like all the “ponies” of this world, she wasn’t quite human, but she was beautiful all the same. Her face was just a little bit equine, as the name “pony” would imply, but her features were soft and expressive. Velvety orange fur coated her body, and bare tits, big and round but pleasingly perky, sat on her chest. The people here called themselves “ponies,” but they had everything Philip loved in a human woman.

In fact, they were even more than that. Down below her tits, past her belly button, Sunset Shimmer boasted a fourteen-inch cock and a pair of baseball-sized nuts. All the women of Equestria had dicks, in fact, and everyone in Equestria was a woman. In all the sentient species - and there were many - the population consisted entirely of hermaphrodites. Philip was the world’s only man, surrounded on all sides by big-dicked women… and as luck would have it, that suited him just fine.

“Princess,” said Sunset, “This naughty boy doesn’t want to get naked. Strip him, won’t you?”

Philip felt someone - Twilight Sparkle, presumably - grab his thighs from behind and nuzzle her face into his buttcheeks. “This ass is mine today,” said Twilight, and then she took the waistline of Philip’s briefs between her teeth, dragging them down and exposing his bare bottom.

With his briefs off, Philip was completely nude. He’d adjusted to the Equestrian custom of wearing minimal clothing; generally, ponies only wore what Philip would consider a bikini, with a top holding in their tits and a small set of swim briefs containing their thick horsecocks and fat round balls. Philip had no need for a top, so he walked around in tight swim briefs - at least, when his lovers weren’t trying to remove them.

Twilight stepped back and took a seat in a big red chair, a piece of furniture that, like everything else in the bit, was smooth and waterproof. The chair was angled back slightly, and when she sat in it, her thick purple cock stood straight up, twitching and leaking pre from its tip. “Come on over, Philip,” she said, beckoning. “I want my man to sit on my cock.”

For the hermaphrodites of Equestria, masculinity was a novelty. Not everyone was especially interested in it, but for a few, the shape of Philip’s body was a unique treasure. Twilight and Sunset loved having a special lover, and loved the new words that came along with him - words like man and boy, even things as simple as masculine pronouns. For them, such small things were kinky in their own right.

Philip smiled, taking his cock in his hand, and approached Twilight. He turned himself around and gently lowered his ass onto the tip of Twilight’s dick, feeling the wide, warm tip push apart his ass cheeks as he brought himself further down. “Are you going to go deep, Princess?” teased Philip. “Fuck me deep with that big royal cock?”

Twilight’s cock shot a jet of precum, splattering Philip’s tight pucker with sticky warmth. “Oh, I’m going real deep today,” moaned Twilight. “You’re getting every thick purple inch of the royal scepter. Don’t keep me waiting, sweetie… don’t keep Ponyville waiting…”

Philip glanced at the center of the orgy pit - and sure enough, a pretty sizeable percentage of Ponyville had turned to look. Some of them were just interested in Twilight, whose alicorn body made her uniquely beautiful among the ponies of the town… but nearly as many wanted to see Philip getting fucked. A human was an even rarer thing than an alicorn, and when his ass got fucked, it drew a crowd.

Philip lowered himself, letting his hole embrace Twilight’s tip. His ass spread wide as he slid down, groaning, onto his lover’s pole. Twilight put her arms around him, pulling him close, pressing her tits against his back. Philip’s descent slowed as he took more of Twilight’s dick, and the last few inches went in with agonizing slowness.

“Twilight,” moaned Philip, “I want all of you… I need every inch of that alicorn cock…” He wiggled his ass, working himself down until finally Twilight was balls-deep inside him.

“Oh sweet Celestia,” groaned Twilight, “I’ll give you what you need, Philip darling…” she started to buck her hips, making Philip bounce in her lap. “My big, hot load is on its way… gonna fill up my handsome man’s tight little butt…”
“And I get that human dick,” said Sunset, kneeling between Philip’s legs. “Philip, I don’t tell you this enough, but the shape of your cock is really something special. Not to mention the scent…” Sunset pressed her snout against Philip’s shaft and began to breathe in, sighing with pleasure. Then she extended her tongue and dragged it along his shaft - bottom to top, then top to bottom, then she went lower, licking his ballsack as his body bounced on Twilight’s cock.

“Oof, I really wanna suck your cock, Phil,” said Sunset. “Does that sound good, baby? You want me to suck your cock while Twilight fucks your ass?”

“Yeah,” breathed Philip. “Yeah, suck me off, I wanna cum in your mouth, Sunny.”

Sunset put her tongue to the base of Philip’s cock again, looking up to meet his gaze and she licked her way up his shaft. Once she reached the top, she opened her mouth wide and swallowed the tip of his cock, taking all of his cock in one motion. That was one of the many advantages of making love to Equestria’s ponies: Their protruding snouts meant their mouths were bigger and deeper than a human’s. Taking all of Philip was easy for her.

Philip’s body quaked in Twilight’s lap, held between two lovers, pleasured beyond words by the nimble tongue on his shaft and the long, thick cock in his ass. It wasn’t the first time he’d been in this position - although he hadn’t lasted long the first time. Being embraced like this, surrounded by beautiful and horny women, was overwhelming, and he’d blown his load in an embarrassingly short time. But Sunset and Twilight had been patient with him - they’d had faith that he could learn to last, and over time he’d developed stamina that could match most ponies. The kiss of Sunset’s lips on his cock and the pounding of Twilight’s cock in his ass brought him closer and closer to the edge, but he held himself there, letting the sensation build up inside him.

Philip leaned his head back and closed his eyes, letting himself just feel the bodies of his lovers. But his eyes fluttered open when a shadow crossed his face, dimming the gentle lighting from above.

And when his eyes opened, he saw Gilda the griffon staring down at him. Gilda, who towered over most ponies at a height of six-foot-eight. A beast and bird of prey, looking down at him with a decidedly predatory gaze. Gilda, his third lover.

Three lovers was a lot - especially when they were as devoted his Philip’s. And three long-term simultaneous partners was two more than he was likely to end up with back on Earth, so he wasn’t complaining. But he’d probably have ended up with even more if not for the laws of the land. Some decree, centuries back, had dictated that everyone was limited to three long-term partners. The law had been created to prevent the formation of harems; Twilight had explained the history of the custom to Philip when she first proposed that they be joined.

Twilight had also been the one to introduce Sunset Shimmer to Philip. Together, they’d made a very strong case that Philip should take Sunset on as his second lover. That had been the first time he’d been sandwiched between them, fucked and sucked by the two beautiful mares.

Gilda, however, had been Philip’s choice - or rather, Philip had been her choice. She’d spotted him on the streets of Ponyville, asked him if he already had three lovers - and when he said “no,” she’d flown him into the sky and fucked his ass on a cloud.

And to this day she was still the no-nonsense type. She leaned herself over Philip and slapped his chin with her half-hard cock, making him whimper. “Hmph,” she said, “Ponies started without me, just because I’m late? Rude.” She wrapped her talons around her shaft and lifted it towards Philip’s mouth. “Get sucking, little man,” she said, “Gilda’s got a big hard cock and she does not like being left out.”

“Can’t,” said Philip, turning his head towards Gilda. He opened his mouth, trying to get his lips around her cock, but he was seated, already between two mares, and his mouth couldn’t quite reach her - especially since he was still bouncing up and down on Twilight’s cock. A fat griffon dick in his mouth did sound good, but it was just a little more than he could manage.

“All right,” said Gilda, “How about you just jerk me off, boy? If I can’t get my cock sucked, at least I can bust my first nut of the day on your pretty face.”

Philip reached up an arm and grabbed the hot, hard flesh of Gilda’s cock. The griffon’s member was much like the mares’ cocks - thick and flared with a bulging medial ring in the center - and it grew stiffer under Philip’s fingers as he stroked it.

‘“Oh yeah,” said Gilda, bucking her hips. “Your fingers know how to work a griffon cock, don’t they?” She stroked Twilight’s cheek, cupping the alicorn’s chin in her talons. “How’s his ass today, princess? Real tight and slick? Gonna make you blow pretty soon?”

“I’m close,” moaned Twilight. “Philip, I’m close, I’m gonna cum, I’m gonna fill your ass up, gonna give you my load…”

“Oh fuck yes,” said Gilda. “When I fuck Phil’s ass, I want it full of princess spunk. Get his ass nice and slick with that big white alicorn load… make this boy’s butt overflow with your fuckin’ cum…”

Twilight pulled Philip closer, hugging him to her body as she cried out, coming deep in his ass. Philip felt her cock twitch inside him as her shaft pumped her load upwards, and then she burst, splattering his inner walls with thick, potent seed. She bounced her hips as she came, still fucking him, still ramming his ass, still stroking her length and her thickness against his prostate - and so he joined her, filling Sunset’s mouth with his load as his balls surrendered their seed.

“Nice,” growled Gilda, over the sound of Twilight and Philip’s paired moans.“I call sloppy seconds on our boyfriend’s tight little ass. I wanna - what the hell?”

The whole pit was shaking - and since it was embedded in the ground beneath the castle, whatever was shaking it must have been big. Over the seismic rumble, Philip could hear panicked footsteps on the staircase behind him, before Berry Punch burst through the door, stumbling into the pit, out of breath. She leaned on the chair Twilight and Philip were seated in, gasping, choking out words between each pained breath.

“Monster…” Berry said, and Twilight sat up. The princess levitated Philip off her cock, making him groan as the long, powerful rod was dragged out of his ass. Feeling his lover’s cock leave him was always a disappointment, but this time it wasn't even intimate - it was fast and businesslike.

“Elements!” said Twilight, and the Elements of Harmony stood at attention. They were all present, as usual, although they’d been absorbed in each others’ pleasure until just this moment. Fluttershy lifted Rarity’s ivory-white ballsack from her face as she raised her head from the unicorn’s pussy. Rainbow Dash wiped Applejack's cum from her face and licked her hand as she turned to look at Twilight. And Pinkie Pie’s brow knotted in seriousness, although her cock was still deep in Mrs. Cake’s throat, the curvy older pony still working to get her off.

“Elements, we have a monster to fight!” Twilight called out over the silent orgy pit. “Everyone else, please remain here.”

The Elements made their way to the orgy pit’s exit - although Pinkie lagged behind just a bit so that she could blow her load in Mrs. Cake’s mouth - and Twilight turned to Philip with an apologetic expression. “You were wonderful, Philip,” she said. “I'll come back to you, I promise.”

“Stay safe, Twilight,” said Philip, and he watched her and the other Elements file into the staircase to the castle’s ground floor.

“Stay safe” was more than just a pleasantry; monster attacks had grown more frequent and more dangerous as of late, and while Twilight and her friends were a strong and skillful team, Philip was beginning to realize that they were putting themselves in genuine danger each time they defended Ponyville. Magical medicine could erase scars, but it was only a matter of time before something really bad happened…

The rest of the orgy pit was feeling the same worry, from the look of them. They trusted Twilight Sparkle and her friends to repel the monster, but they also understood that the outcome was far from certain. And as sex-obsessed as the ponies of Equestria were, it was still hard to enjoy an orgy under the circumstances.

On the bright side, the orgy pit was a good shelter. There was no safer place in Ponyville.

Sunset put a hand on Philip’s shoulder. “Hey, don't worry about Twi,” she said, “you know how tough she is. If you've got another round in you, I think I can take your mind off things…”

“And you still owe me an orgasm, little man,” said Gilda, cupping his ass with her talons. “Once I get my griffon meat in that tight ass, you won't be thinking of anything but me.”

Philip sighed. “I need to make sure she's okay,” he said, and pulled away from both of them, racing up the stairs.

“Geez, squirt, you really had me worried,” said Gilda. “I thought you were going to do something crazy, like charge out into the fuckin’ fray.”

“No,” said Philip, leaning on the balcony’s railing. “I just wanted to see what was happening.”

“Well, you're seeing it,” said Sunset. “I wouldn't get any closer, if I were you.”

The girls had followed Philip up to Twilight’s bedroom - a place where the three of them were always welcome - to watch the fight from her balcony. As it turned out, the monster was pretty distant, far enough away that Philip couldn't get an especially good look at it. And he kind of didn't want to; the thing was ugly, stomping around on six twisted legs, with patchy fur over a scarred body. Philip could see the winged Elements swirling around its thirty-foot-tall body, luring it away from the town, whittling down its resistance for the magical burst that would pacify it.

Sunset slipped between Philip’s arms and leaned herself over the railing, rubbing her bare ass against his crotch. In spite of his worry, Philip felt his cock rising again. “I hate to see you worry, Phil,” said Sunset. “Wouldn't you rather fuck me? Take your pick, my pussy and my ass both need love…”

Gilda stepped up behind him, softly rubbing her thick griffon cock between his cheeks. “I've got the only monster you need to worry about, lover. It's looming over the tight little community of Philip’s Butte,” - she actually pronounced it “byoot” - “and it’s gonna demolish everything in sight.”

That got a laugh out of Philip. “All right,” he said, “let’s have some fun.” He slid himself into Sunset’s pussy, the warm, wet slit beneath her big orange balls, and the unicorn moaned in pleasure, gripping the railing as she bent herself over it.

And a half-second later, Philip felt Gilda’s fat, flared tip penetrate his hole. His ass was slick and dripping with Twilight Sparkle’s cum, so even Gilda’s thick meat pole made an easy entry, widening him and filling his ass with pulsing flesh. True to her word, Gilda was taking his mind off the monster attack.

Normally, Philip would take it slow as he started to fuck Sunset’s pussy. But Gilda didn’t give him the option - she started ramming him from behind, sending her medial ring past his pucker with the first stroke and pistoning herself in and out of his slick walls. The pressure from behind made Philip’s hips buck forward, sinking his cock deep in Sunset’s marehood. And with every stroke after that, Philip’s body went back and forth with the rhythm of Gilda’s thrusts, forcing him to fuck Sunset at the same pace.

“Oh, this is the stuff,” said Gilda, holding Philip’s hips tight with her talons. “Can’t believe I was going to settle for a handjob when your ass was right there… I was just too fuckin’ horny to wait around... “ she reached a hand forward to touch Sunset’s hips, stroking her cutie mark. “And how are you feelin’, Shimmer? That human cock treatin’ you all right?”

“Yeah, it’s good,” groaned Sunset. She was bent double over the railing, her tits shaking with each thrust, her long two-tone hair waving in the open air. “Our boy knows how to use his dick… Oh, Philip, my pussy loves what you’re doing…”

“Hey, I’m the one providing the propulsion,” said Gilda, thrusting faster, her hips slapping against Philip’s bare ass. “Without griffon dick ramming his ass, he wouldn’t be fucking you half as hard…” She leaned her body into his, her brown-furred tits resting against his back as she pounded away at his ass. Philip felt her beak tracing the shape of his ear, nipping gently at its edges, then her tongue poking out to lick at his cheek…

Philip gripped the railing, knuckles turning white as he was once again overloaded with sensation. Sex was the foundation of Equestrian society, and Philip was still adjusting to that reality, growing more accustomed to each each time he was double- or triple-teamed by his beautiful, busty, big-dicked lovers. There was so much passion, so much warmth, so much love all around him… his lovers never tired, always ready to be fucked or fill his ass with hot, throbbing meat…

Gilda came inside him, shooting a load that met the impressive standard Twilight had set for her. His ass felt bloated, overfilled with spunk, and he felt his own balls tightening and his cock twitching in Sunset’s slick marehood. He erupted inside her, firing off a hot human payload - and while it might not have matched up to Gilda’s, Sunset Shimmer felt it, and her body responded. Her pussy throbbed around him, milking his cock, holding it tight while it pumped its load. Gilda was still coming, her jizz leaking from his ass as she pumped out the last of her climax.

And over the rooftops of Ponyville, rainbow light filled the air. That could only mean one thing - the Elements had won. Ponyville was safe for a little while longer.

Gilda, still deep in Philip’s butt, reached up her talons and gently stroked his hair. “Look, little guy,” she said. “It’s over. Gettin’ fucked was better than worrying, wasn’t it?”

“Yeah,” said Philip. “Thanks.”

Lately, Philip spent most of his time at the castle. Twilight always said he could have as much space as he needed, but it was clear that she wanted him to move into the castle on a permanent basis. And he probably would have left behind his old home, if not for one thing. One little possession that he still kept secret and safe in his old cottage.

The serum in the syringes was a swirling black - although when held up to the light it revealed its true color, a deep brown like strong coffee. Philip had been transporting these samples when he happened to pass by another wing of the facility, one whose experiments were less biological and more…

Well, whatever branch of science resulted in accidents that sent people to different worlds. Since that day, he’d kept the samples safe out of a sense of professionalism, even though he had no reason to think he’d ever return to Earth. But now, there might be a use for them here in Equestria. If the serum did what it was supposed to do, it might help keep Ponyville safe. It might keep Twilight from having to risk her life.

But someone had to test it first. Philip found a vein, took a deep breath, and plunged the needle into his arm, pushing down the plunger and watching the liquid go down. Whatever happened next was out of his hands.

The first thing he felt was a warmth, and a jittery energy filling his body - actually not too different from what he’d expect if the deep brown serum actually was strong coffee. But then he felt something more - a pressure inside his skin, rising to the surface, pushing out in all directions. He watched his arms bulge with muscle. He saw his his slim chest begin to ripple with powerful abdominals. He watched the floor recede as his body grew taller.

And he felt his briefs strain and bulge and snap as his cock and balls grew in proportion to the rest of him. More than proportionally. Eighteen inches at least, and thick as his forearm. Well, as thick as his forearm used to be, anyway, before it was wrapped in rock-solid muscle. Reaching down a meaty arm, he lifted his enlarged dick, feeling it grow hard in his hands… and, overcome with arousal, he began to stroke himself.

Outside, Berry Punch peered through the window. The closed blinds only afforded her the tiniest crack to look through, but what she saw was incredible. The human had become huge. And hot.

“I gotta tell Twilight.”