Restitution

by Jest

Rating: mature
Tags: Slice of Life, Twilight Sparkle, My Little Pony: Friendship is Magic, Other, Romance, Sex
Length: 21546

Twilight has not been a good friend to Star Tracker and she is determined to make it up to him, perhaps a little too determined...

Twilight hasn't been a good friend to Star Tracker and despite the rough introduction she wants to make it up to him. After a slip of the tongue, Twilight is forced to follow through and truly do anything the stallion wants.

Kink warnings. futa on male, male cumflation, female cumflation, master/slave, bdsm, edging, edging and more edging, portal dicks, and probably more. You have been warned.
A commission done for dio! If you like what you see PM me! Commissions are always open.

Published 2017-12-18 07:00:25 UTC
Last updated 2017-12-18 07:00:25 UTC

You want me to what?!

“Wait.” Twilight grabbed Star Tracker’s shoulder and forced him to face her. Normally, she would not have taken such a confrontational approach, but after he had run out of the room crying, Twilight had only gotten more determined to make things right with the over-enthusiastic fan.

The stallion sniffed and tried to pull away, but Twilight’s earth pony strength ensured he wasn't going anywhere. “Just hear me out, alright?” She asked plaintively. “Please.”

Star Tracker looked up and down the empty hallway and the closed door leading to Twilight’s family, sighing in defeat and hanging his head. “Alright fine.”

“I am really sorry how I acted back there if you were doing something I didn't like, I should have told you instead of exploding on you like that. It wasn't right of me to treat you that way and I will do anything to make it up to you.” Twilight smiled softly, squeezing the stallion’s shoulder reassuringly.

Star Tracker’s eyes grew wide as his brain processed what he was hearing. Did she just say what he thought she said? No, there was no way she had said that but… this could be his one chance to fulfill his deepest and most precious fantasy. Taking a steadying breath, Star Tracker met the princess’ gaze.

“Anything?” He asked, with a hint of trepidation.

“Anything.” She replied with firmly.

The stallion’s grin grew to cartoonish sizes and a sudden manic intensity bloomed in his eyes. “I’ve always had a fantasy that I’ve wanted to live out that I need your help with.”

Twilight cocked her head, images of ogres and oubliettes came to mind. “Uh, like what?”

The stallion looked up and down the hallway once more, making sure nopony was around to hear his confession. “I’ve always wanted for you to um well, to, to…”

Twilight leans closer. “To what?”

Star Tracker gulps. “To dominate me.” The stallion winced in anticipation. Several seconds of not getting slapped passed before he looked back at the stunned alicorn.

Anything, you said anything, why did you say anything? Why couldn't you have said anything within reason? Or just offer money? Or anything other than anything! Twilight wished very much that she could go back in time and slap her former self, but judging from the fact that hadn't happened she guessed she wasn't going to do that.

“Uh, you okay?” Star Tracker leaned in and prodded the unmoving alicorn’s shoulder which seemed to reboot her as her previously frozen facial features jumped suddenly.

“YOU WANT ME TO WHAT?!” She yelled, far louder than she wanted.

The stallion pressed a hoof to his lips. “Shhh, keep it down, there other ponies around.”

The princess leaned in and whispered in a much calmer, quieter voice. “You want me to what?”

Star Tracker winced again, this was not how his fantasy about his fantasy coming true usually went. “Uh, well, you see, I was kinda hoping that you would, uh… dominate me?”

Twilight rubbed a hoof against her forehead and sighed. A memory of Luna suddenly leapt to the forefront of her mind; the elder alicorn stood tall on her throne, speaking down to the lavender alicorn who was furiously scribbling notes. “But perhaps the greatest and most important thing to remember is that your word is law. If you promise something then you must make it so, you must honor every agreement to the best of your ability.” The alicorn’s features softened when she noticed her student’s hoof was raised. “Yes Twilight? I told you that you can just ask your questions provided I’m not speaking, no need to raise your hoof every time.”

Twilight blushed sheepishly. “I know this may sound rude, Luna, but why? Aren't we sort-of above the law?”

“That is a good question.” The elder alicorn turned and began pacing in front of the thrones, speaking as she walked. “We are both above the law but bound by it tighter than any. For you see, young Twilight, we are incapable of being charged with a crime, but we are also the epitome of examples for young fillies and colts. Our word is a bond that should never be broken, for we rule through faith. No not that kind of faith I know what your thinking, but rather faith of an entirely different variety.

The kind of faith born of centuries of knowing that whatever we say is true and everything we decree will happen, happens. It is this faith in us and our character that we still hold power even in this modern day. Why, a thousand years ago we could make or dismiss laws based merely on our word alone, but that time is gone, which is perhaps for the best. If you remember anything of my lessons then let it be this, an alicorn’s word is her bond and it is powerful, for it must be powerful.”

Twilight shook her head, the memory slipping away. “I can just go, if you want, you don't have to.” Star Tracker took a step back, muttering to himself while slowly slinking away from the unresponsive alicorn.

Twilight sighed deeply. My word is my bond. “Star Tracker.” The stallion stopped slinking away and looked up at the alicorn. “I accept.”

The stallion blinked. “You do? You’ll do it?”

“Yes, a wise mare once told me that honoring your promises no matter what they may be is something alicorns must do.”

Star Tracker’s eyes lit up and he slipped uncomfortably close to the alicorn. “You mean you’ll really do it?”

With a gentle hoof, the alicorn pushed him to a comfortable distance. “Uh, yes, but one question. What exactly does dominating somepony entail?”

The stallion cocked his head. “Eh? You don't know? I thought you knew everything.”

“I don't know everything, I know the literal definition of domination, but from your tone I’m assuming you want me to do more than simply have a commanding influence or exercise control over you.”

“Oh, uh, well, can we talk about this back in my room? I don't want your family overhearing, is all.”

“Yeah sure. Lead the way, Star Tracker.”

The stallion gulped nervously and trotted down the hall towards the less grandiose suites. Nearing the end of the hall, Star Tracker stopped at a suite marked twenty three. “Can you, wait out here? Please? I wasn't expecting company so it's, well, not very clean.”

“Of course.” Twilight smiled awkwardly, standing outside the room as the male made his way inside and began shuffling around his disastrous room.

The door opened once more after a few minutes, and an awkward Star Tracker poked his head out. “R-r-ready for you, princess.”

Gently pushing the door open, Twilight frowned when she noticed just how small the room was. Clearly Iron Will had made her family’s room large enough to be comfortable at the expense of the other guests. Where her room looked like a small apartment, this looked more like the inside of a sardine canister than a room. There was just enough room for a bed, an end table and a trunk at the foot of the bed. Star Tracker coughed awkwardly and pushed a small pile of papers back under his bed before tossing a blanket over the side and hiding whatever he wanted hidden.

“So, uh, any questions about… you know?” Star Tracker looked down and awkwardly tapped his forehooves together, avoiding Twilight's gaze.

“Well for starters, how old are you? You look fairly young, is all.”

“Oh, I’m actually only a year younger than you! My mother always told me it's because I look so feminine that ponies think I'm younger than I am.” Star Tracker winced as soon as he finished his sentence. “I should not have said that.”

Twilight giggled. “Well I think it’s cute. Maybe, if you grew out your mane a little more, you could pass for a mare.”

A sudden blush spread across the stallion’s face and his stutter became worse. “I-I-I m-m-m-made a list.” With a shaky hoof he held out a small notepad covered in warnings, the large lock that usually held it closed was open, revealing the stallion’s quite professional-looking writing.

Twilight took it with her magic and flipped through it briefly, her blush intensifying with each passing second. By the end she was almost as red as a beet. “Wow. I don't know what to say.”

“Hopefully something along the lines of ‘I’m not super grossed out.’ Hopefully.”

Twilight shook her head. “No, no, nothing like that it's just… not something I've thought about much. I am going to need a little time to do some research of my own.” Twilight tilted the notepad to the side, letting a several stuck-together pages to unfold into quite the scandalous display. “That reminds me of Rarity’s…”

“Rarity’s?”

“Yeah, I uh, saw her back room. And don't tell anypony, but she sells a lot of stuff you would like.” Shaking her head, Twilight folded the paper back together and hoofed it back to Star Tracker. “Meet me at the castle in three days. I will send you a letter with more instructions before then.”

Star Tracker blinked. He would have never guessed in a million years that he would have made it this far, and now that he was here he wasn't sure what to do. As Twilight walked out the door, his brain caught up with him. “Wait! You don't have my address!”

“Don't need it. I’m a princess, remember?” Twilight shot the befuddled stallion a wink before closing the door.

Once alone, the alicorn let out a deep breath and nearly doubled over, slipping a hoof between her back legs the mare wiped the evidence of her arousal on the carpeted floor. “Whew, that was close.” I never thought that kind of thing would sound so.. hot.

Shaking her head vigorously, the alicorn put all such sexy thoughts out of her mind, for now she had a vacation to enjoy the last little bit of. After that she had some fun to plan. And oh, what fun it will be, she thought with a smirk. She stopped at the door to her family’s room, rolling her eyes and wiping away a few more beads of arousal. Perhaps a little too sexy.

Several days later, a nervous Star Tracker walked down the main thoroughfare of Ponyville, his head down and his eyes darting left and right. Taking a deep breath, he forced his eyes to stay focused ahead of him, pointedly ignoring everypony else. Silently chastising himself for his paranoia, Star Tracker resumed his quicker pace, intent on reaching Twilight’s castle as soon as possible.

Twilight’s letter had been left behind but it’s words were burned into Star’s mind;

You will keep the biggest toy you have in your hole for the entire trip to the friendship castle. When you arrive you will refer to me as mistress whenever we are alone, you will do everything I command.

Your mistress, Twilight Sparkle.

Shrugging off the lingering arousal her words brought, he quickly looked around. All around him ponies of all shapes, sizes and colors went about their day, most not giving the stallion a second thought before resuming their routine. The few whose gaze lingered on the stallion noticed the way he kept his tail tucked firmly between his legs. It was a hot day and any stallion that saw him pitied him, as it was no doubt making things rather warm in the nethers for the obviously nervous colt.

The stallion stepped over a curb, intent on slipping down a side street in order to quickly reach his destination and avoid any glances from the locals. However, when his hoof slipped, he nearly choked as his attention shifted and his tail moved, nearly exposing himself and the package he had tucked carefully inside himself.

He took a look around and, noting there was nopony in the alley, he quickly reached back and pushed the toy that had come loose from his ass back inside. It hadn't gotten out very much, the large bulge at the base of the fake cock made easy removal impossible, but he still was not about to chance it. With that out of the way he breathed a sigh of relief and looked around once more. Judging from the lack of scandalized gasps or stares, nopony had seen his little slip-up or the huge toy that had come loose and poked out his back side before he pushed it quickly back inside himself and tucked his tail down once more.

Now secure once more he breathed easier, feeling the now-familiar weight settle into his guts, distending a part of his belly as the toy forced his body to stretch. Star Tracker usually enjoyed the feeling immensely, but he didn't feel like getting arrested for public indecency, especially considering he might miss out on all the fun Twilight had planned for them. Star Tracker junior was not making things easier and for once in his life he thanked the stars he was not well-endowed.

With thoughts of the lavender alicorn fresh in his mind he put hooves to pavement once more, making short work of the last few blocks to the crystal castle. He stopped for a moment, one forehoof on the bottommost step to the castle. Casting one last quick glance around he thanked the sun above that nopony seemed to frequent this side of town as there was little else save for the castle to attract hoof traffic.

Pushing himself forward, Star Tracker fumbled for a moment halfway up the steps, the feeling of the toy twisting and shifting inside him drawing a squeak from the effeminate stallion. Rather than allow himself to linger on the sensation, he quickly stepped up the remaining steps and raised a hoof to knock, only for the door to suddenly open to reveal the lavender alicorn of his dreams, clad in a huge grin that nearly covered her face.

“You came! I must admit when you were two minutes late I began to worry you weren't coming.” The stallion opened his mouth to speak, but the alicorn’s eyes settled on his tail firmly tucked between his legs and the nervous shuffling of the other pony. “Please, do come in.”

“T-thank you.” The stallion stumbled inside, visibly relaxing the moment the door closed behind him.

“How was the train ride?” The mare’s grin grew strangely predatory, her eyes hungrily sizing up the small stallion.

“Oh, um, good?” He replied nervously, a little off put by the alicorn’s sudden shift in intensity.

Twilight rolled her eyes. “No I mean… How was it?” She cast a quick glance to the stallion’s flanks and slightly further back still.

“Oooh! That. It was… really good. Nopony even noticed and the way the train vibrated and bounced along…” His voice trailed off as a shiver ran up his spine.

“Did you cum?”

“No, mistress.” His eyes darted around the room, suddenly realizing they might not be alone. “Is uh, Starlight or Spike here?”

“No I sent them off on some errands so that way we can have our little fun without being interrupted.” The alicorn ran a hoof down the stallion’s jaw, and up to the tip of his muzzle, smirking when an unusual smell met her nose.

Breathing the scent in deeply, Twilight's smirk grew but she quickly stowed her mirth amidst a mask of annoyance. She was not a good actor, but he neither noticed nor cared. “Are you hard, Star Tracker?”

“Yes, mistress.” he whined pathetically, looking away.

The alicorn cooed softly and brushed past the stallion, slapping his face gently with her tail as she passed, teasing him and giving him a whiff of her arousal. Looking down she smirked once more, his stallionhood had slid from his sheath and hung limply, barely noticeable despite the fact that it was clearly fully erect. Twilight tisked and flicked it with her magic.

Despite its small size, Twilight wasn't truly disappointed; she knew from her research and rather intense interviews that it wasn't all about length. It was rather cute, though. She had to admit she was no virgin, but neither could she boast about her experience like Rainbow Dash or Rarity could. Even then she knew her newest stallion was below average, which was fine for in her book. If she really did want a bigger one, well let’s just say she knew a lot of spells that could help in that regard.

More intriguing than the size and shape was its coloration; it was mottled like several others Twilight had seen, but where others had the usual pattern, his seemed to have what looked like a heart shaped difference in color near the tip that was closer to his mane color than his fur color. Leaning closer Twilight giggled, it was a perfect tiny heart right near the tip of his cock. Having drawn closer in order to get a better look, Twilight took a deep lungful of the stallion’s scent, her knees quaking as the potent cocktail of pheromones hit her brain.

All the while Star Tracker stood perfectly still, more than a little unnerved by the inspection but unwilling and unwanting to make it stop. It felt like the alicorn had seen right through him, tallied up his worth and found him wanting, and the thought only made him harder.

“Pathetic.” She remarked with faked ire. Star Tracker but back a moan but didn't move, letting his new mistress inspect him with disdain. “Tell me, pet, did you enjoy the walk here?”

“Yes, mistress, Ponyville is a nice town.”

“Did you enjoy their eyes on you?” The mare ran a hoof down one of his slender back legs, her own earth pony empowered muscles easily dwarfing his small underused ones.

“N-n-n-no, mistress.”

“No they didn't see you, or no you didn't enjoy it?” She asked back, teasingly.

“They didn't see it.” Twilight smirked, the omission in his words telling her all she wanted to know.

“Quite the little exhobitionist, aren’t you?” The alicorn continued her inspection, continuing around the back of the stallion until she suddenly gripped both of his flanks firmly in her hooves.

“Eep!” The stallion’s concentration slipped and he lifted his tail without thinking, allowing Twilight the perfect view and accidently letting the toy slip out slightly, making him shiver as he felt the knot start to slip out of his abused hole.

“Oh wow, I am very impressed, my pet. Your toy is quite long, judging from the bulge in your stomach, and that knot looks enormous! I bet it feels divine.”

“It helped keep it inside me while I was walking, that's all.” He muttered while blushing furiously.

The mare laughed. “Sure, whatever you say.” He shifted nervously at his bluff being called but couldn't come up with anything to refute her point. As he stepped from hoof to hoof the toy slipped out even more, stretching his hole and making his eyes go wide. “Ah ah ah, you can't take that out yet.” Withdrawing a hoof from one of his flanks, Twilight pushed the toy back into his abused hole with one firm shove.

He moaned before he could catch himself, his back legs spreading wide, as if he were a mare in heat and a suitable stallion had just mounted him. “Umf.”

“How big is that toy? I know I asked you to use your biggest, but… wow.”

Star Tracker shrugged. “I don't know, the knot at the end is just over four inches across, though.”

Twilight smirked at his interesting set of priorities. Gently, she used her magic to start pulling it out, only to shudder when she noticed that despite pulling it out nearly eleven inches, more of the plastic length was still buried inside the stallion’s greedy hole. Twilight shook her head and pushed it all the way back in and then, with a small flare of her magic, she sealed the toy within him, making absolutely sure it would stay inside.

“Sorry I couldn't answer your question, mistress.” The stallion shifted uncomfortably. “I bought it years ago but only tried it once. After we met, I, uh, thought I should give it another try.”

Normally, such a thing would make the mare nervous, but now she only smirked. She didn't know where all this strength and confidence was coming from, but she enjoyed it. The power, the confidence, the control, all of it were things she had enjoyed in her personal life, but now that she was allowed to explore them thoroughly… Well, one way or another, she enjoyed it. No point thinking about such a thing now, she thought dismissively.

“Such a big toy for such a little boy.” Twilight giggled and gripped his flanks, squeezing roughly before dropping down on all fours once more.

Star Tracker mumbled and looked away, unable to say anything so close to such a domineering presence.

“You didn't cum on the walk over, did you? Or since I sent you the letter?”

Star Tracker shook his head vigorously, the blush burning across his face flaring slightly at the mere thought of all those eyes on him and all the time that had passed since he was able to relieve himself. Usually it wouldn't be such a big deal for the stallion, but Twilight had teasingly attached a picture of herself in a rather risque pose that had left Star Tracker in a rut ever since.

Twilight seemed pleased at his response and walked back around to the front of the stallion, brushing her side against his and making the smaller pony shiver in anticipation. There was a promise in her touch, a desire the stallion could feel coming off of her that would not be quelled. The promise was demanding, he knew not what she desired, only that it would take everything he had to fulfill her demands and that he would do anything she commanded.

The stallion bit his lip and forced back the pleasure. He wasn't sure why, but just the alicorn’s touch seemed enough to send his mind racing and his cock twitching in anticipation. Whether it was the fact she was a princess, or the fact that he had a crush on her for the last four years, the stallion didn't know. All he knew was the soft, velvety caress of her body was all he had ever longed for.

When she moved away he nearly followed, desperate to touch her once again, but the alicorn’s eyes seemed to rob him of his desires, supplanting them with her own. Gulping quietly, Star Tracker blinked. She had said something and he had been too lost in his own head to listen.

“Are you coming?” the alicorn looked back over her shoulder. She swished her tail when their eyes met, giving him an ample view and a noseful of the most intoxicating scent he had ever smelt.

Drifting on cloud nine, Star Tracker nodded wistfully, gliding after the alicorn, his nose raised and inhaling ever last bit of that delectable scent, only faintly aware of the distance he traveled or the stairs he climbed.

Star Tracker grew bold as they made their way higher into the castle and, with a short mental pep talk, he picked up his hooves and trotted closer to the mare. Twilight seemed to notice this as she swished her tail more vigorously, never giving him the peep show he had at first but still tantalizing him every few seconds. It was a taste, a sample of the pleasure she could give and despite only sipping the barest hints of that pleasure, Star Tracker could already feel himself grow more and more addicted to it by the moment.

So entranced was the stallion that he had hardly noticed when they had reached their destination, and nearly bumped into the back of his mistress when she had stopped at the crystal door. His cheek brushed across her flank, nearly planting his face into her nethers after the sudden stop. The alicorn gave him an odd look, to which he blushed and looked away, touching the spot where his cheek had touched her flank.

Shrugging it off, the alicorn pulled out a great ring of keys from seemingly nowhere and, painfully slowly, began flipping through them, making the stallion grow antsy as she hummed and hawed, all the while her tail flicked back and forth, spreading more of her powerful scent.

“Aha! There you are, you sneaky thing you.” The alicorn tugged on a plain iron key and pushed it into the lock, a short turn and a quick push and the door was open. Before she opened it all the way, she flashed the stallion a wide, proud smile. “Welcome to the dungeon, my pet.”

Star Tracker giggled at that. They were nearly at the highest point in the castle, how was it a… He blinked twice, his eyes scanning around the room in awe at the contents therein. Along the nearest wall were riding crops of various sizes and types. One seemed tougher, meant to inflict pain, while others seemed softer, their leather not quite as dark. Collars of many shapes and sizes were next to it, some big enough to bind the neck of an adult dragon with ease while others could fit foals.

“Stars above…” Star Tracker walked into the ‘dungeon’ in awe, his mouth hanging open.

His host giggled and closed the door behind him. “Like it?”

There were blinders, binders, bridles and so many more, and those were just the things he knew started with a B... wait a second. Glancing around he suddenly broke into a laugh.

“W-what? Do you not like it? I thought I did well…” Twilight frowned.

Star Tracker placed a hoof to his lips and stifled his laughter. “No, no, you did great, you have quite the collection. I just noticed that you uh, organized it all alphabetically. It's cute.”

Twilight huffed in mock annoyance, throwing her nose up into the air. “Well, it is the most efficient way to organize something, books or toys.”

“Speaking of which, you sure have a lot. Is this something you do often?”

This time it was Twilight’s turn to cough awkwardly and rub the back of her neck. “No, actually. You’re the first other pony to see this. I just spent a little too much after I went to Rarity’s in preparation for you coming over. She was so nice and offered me a discount and in the end I had grown so flustered I ended up buying everything she had on display just so I didn't have to keep answering her pointed questions.”

All the false bravado and confidence seemed leave the alicorn, transforming her back into the cute, if a bit corny, mare Star Tracker had met on the airship. He couldn't help but smile at that; maybe she liked him. The thought made his blush return in force. No, there was no way, she was a princess and he… But she had bought all this stuff just for him and learned how to talk and act and… He squeezed his eyes closed and banished the idea, dismissing it as impossible.

“Star Tracker?” She asked worriedly.

“What? Oh, I just had something in my eye, is all. Must have been dust from the road.” Wiping his eye of the imaginary dust, the stallion gulped nervously. “So, what now, mistress?”

“I, uh, don't know, I was hoping you would tell me. What do you like to start with?” Opening his mouth to speak, Star Tracker was cut off once more. “Oh, silly me, you have to get dressed first!”

Star Tracker blinked, looking back at his naked form. “Dressed?”

Twilight rolled her eyes and pulled a bridle from the wall with her magic. His face instantly grew beet red and he stood stock still as Twilight gently fit it over his muzzle. “Say ‘ah’.”

Star Tracker obeyed without thinking, opening his mouth just enough for Twilight to slide the bit into position. “There we go.”

Just as the stallion was about to ask what was going on, the alicorn’s eyes lit up, as well as her horn. A second later he felt a pair of blinders placed on his head, all the straps tightened and the bridle pulled tight. He gulped, the feeling of the blinders and bridle were foreign, having been little more than a part of his fantasy until this moment. Though a part of him wanted her to stop, or at least slow down, a bigger part of him wanted to see how far she went.

Next he felt a saddle land on his back and affix itself in place, the belt around his barrel tightening snugly. Not tight enough to hurt, but just enough that he was reminded of his place with every breath he took. Blushing hotly, Star Tracker turned his head, searching for the alicorn.

“Ta-da!” She appeared suddenly out of his blind spot with a mirror held aloft in her magic. “What do you think?”

The stallion gawked, he had hardly enough time to inspect his new dressings before they were affixed to his body that he hardly knew what they looked like until now. Each strap and stripe of leather was a simple black, clean, easy and intimidating, exactly as he had imagined it in his fantasies.

He shivered in anticipation. After everything was said and done, he made a note of complimenting Twilight’s acting ability and enthusiasm she had thrown into this. Noticing the alicorn had become nervous at his non-responsiveness, he grinned as wide as he could. The alicorn’s nervousness faded away and she put away the mirror. “It looks great, and feels better.”

“Great! Now, for my outfit. I hope you don't find it too… outlandish, but after I bought all of Rarity’s stock, she convinced me to let her design something a little more form fitting than what I’m used to... If that's okay.”

Star Tracker nodded automatically. Why would she even ask? She was the princess, after all.

“Okay, I’ll be right back.” She began powering her horn for a teleport, only to stop and slap herself on the forehead. “I almost forgot, I might as well give you something to entertain yourself with while I'm gone.”

Star Tracker cocked his head once again, something cutting him off before he could say anything. This time it was not the alicorn herself, but her magic, which seemed to worm into his ass, squeezing past his already tight hole and wrapping around the toy before sinking into it. Before he could begin to wonder what was going on, he felt the toy begin to vibrate, slowly at first, but it quickly built.

The stallion’s knees grew weak but, before he could ask for a reprieve from the intense vibration, he saw the mare disappear in a flash of light. With her gone, he tumbled to the floor in a heap, breathing heavily. There was no way he could keep up his promise not to cum now! What could he do? She would be so disappointed in him, and they had hardly even begun!

What if failure meant he had to leave? Thinking quickly, the stallion hoisted himself to his hooves and scanned the wall. Knowing her organization system, he found what he sought quickly and stumbled over to it. Picking out one his size, he pulled it down off the wall and gently slipped the cock ring over his throbbing prick.

Having been placed right where it should be, the ring shrunk slightly in size, its magic going to work and ensuring he could not reach orgasm. Breathing a sigh of relief, the stallion once more collapsed to the ground, wincing slightly as his oversensitive cock brushed the cold crystal.

Sure, he was now permanently on the edge of orgasming and he was pretty sure his leaky cock was making a mess of the princesses’ floor, but he wouldn't truly cum until commanded, and having that knowledge was well worth a little suffering. After nearly a minute he slowly got used to the strange feeling of being permanently on edge. Though it was still not pleasant, he couldn't say it was unpleasant either, like he was about to sneeze and then it not coming. His cock twitched and his balls contracted but nothing came out.

Grunting, he heaved himself back up to his hooves. It wouldn't look good if Twilight got back and found him sprawled out on the ground. It was then that he realized the nature of what had happened; he nearly came from anal stimulation alone. Sure, he had tried to do that plenty of times, but he had never succeeded in finding something that was both big enough and stimulating enough for him to reach it.

He was truly her pet now, he could find pleasure in service alone. He revelled in the knowledge and mentally patted himself on the back. After this day was through and if she wanted to see him again, Star Tracker made a note of training harder from today onward. He would practice on bigger toys and learn better learn how to please both a mare and a stallion in case his mistress gave herself one or both sets of parts. Star Tracker was no expert in magic, being an earth pony himself, but he was aware of the scandalous spells his classmates in high school had talked about.

A flash of light broke him out of his reverie. For the first time he was happy he wore the blinders or else he would have been blinded by the alicorn’s return.

“Well, how do I look?” Twilight asked nervously.

Turning his head, Star Tracker’s jaw instantly dropped. Before, the bookish pony was cute, definitely attractive and a little bit sexy. But now, now she was much, much different. Thigh-high black socks hooked into a complex weave of belts and straps that hugged her every curve and came all the way up to her neck. Along the way the belts and straps changed from the solid black of standard leather to a mix of deep purple hues that drew the eye up to the alicorn’s face, where she wore a confident smile.

“You’re perfect.” He mumbled through the bit in his mouth.

Twilight blushed heavily. “You think so?”

He nodded enthusiastically before the buzzing toy still lodged inside him drew his attention once more. He winced as another spasm rocked his body and instantly Twilight was next to him with a concerned expression on her face.

“Are you alright? What’s wrong?”

“I was about to cum, but I know you didn't want me to so I put on one of your rings. Are you mad?”

The alicorn ignored the question and dipped down low enough to get a good look only to gasp suddenly. “Oh you naughty boy, you.” the alicorn flicked his cock with her magic, making the stallion jump. “That was quite the ring, you know, it cost me a pretty penny.”

The stallion winced. “Is that okay?”

“You followed my orders to a T, of course that's okay. But I think you earned a little bit of a reprieve don't you?” The stallion nodded happily, more than happy to finally be allowed to cum despite how pleasurable the ring and the toy had become. “Wait just one moment, I have an idea.”

LIghting up her horn, Twilight conjured a portal in front of the stallion’s cock and with a flourish of magic affixed it to the end so it moved as he did. A second later another portal opened up in front of the stallion’s mouth. Instantly understanding what the princess was about to do, Star Tracker’s face lit up bright red. He had eaten his own cum a few times, and though he enjoyed it, he had never had more than a dollop or two of his cum at a time and he wasn't sure if he could take the amount he had building up inside his swollen balls.

Gulping down his apprehension, the stallion the stallion opened his mouth and waited. Twilight giggled at the sight and booped his nose. “You are a very good, um, pet?” The stallion nodded. “Who follows orders before I even give them. Tell me, have you ever had a coltfriend before?”

Star Tracker shook his head. “N-n-no, but I do like mares with um, well you know.”

Twilight leaned close, rubbing her side against the stallion’s sensitive body. Gently, she gripped the cock ring in her magic and twisted it around as she spoke. “That's quite a surprise, with how quickly you submitted and how easily you assume the proper position, I had guessed you had dated a big burly stallion in the past.” The mare dragged her body against his, whispering huskily in his ear. “Have you ever found a mare that has the proper equipment that was willing to fuck your girly ass?”

The stallion’s cock pulsed and his balls quivered as his body tried desperately to cum despite the fact that the magic ring made sure that couldn't happen. The stallion tried to speak several times, but all that came out was a jumbled mess that Twilight could hardly understand. He quickly gave up and merely shook his head, which drew a giggle from the dominant mare.

“Well then I guess I am going to have break in that ass of yours.” The harsh slap of the riding crop against his ass made Star Tracker yelp and stumble forward, only for Twilight to hold him still with her magic.

“And that throat trained to take cock.” The larger pony brushed against the quivering stallion, suddenly pressing her lips against his while she gripped his neck in her hooves.

The feeling of hooves against his exposed throat sent a shiver of delight down the stallion’s spine. She was so completely and utterly dominant that the stallion felt like putty in the mare’s hooves, and he was pretty sure he would do anything she asked without hesitation.

Her body leaned against his and the stallion was made aware of the fact of just how much larger the alicorn was, the realization only adding fuel to an already raging fire that burned within him. When she leaned in she pressed deeper, her tongue pressing against his lips and forcing them open. Everything about the mare screamed control and a part of him was startled by the sudden shift in the other pony.

His lips parted but her tongue did not enter his mouth, a second later she pulled back leaving him wide eyed and longing. That didn't last long as he suddenly felt his cock ring vanish and his bulging dick began to shoot a torrent of semen directly into his still-open mouth.

His eyes rolled to the back of his head and he opened his mouth wide, not wanting to waste a single drop in hopes of impressing his new mistress. He quickly swallowed once his mouth became full, though he was no expert and a few stray shots of cum painted sections of his cheek bright white.

The mare giggled and slapped the male’s ass with an open hoof. “Yes, swallow it all and imagine it’s mine. Pretend the cum landing into your greedy little mouth is my own, and show me how you would treat my gift to you.”

The stallion moaned and successfully caught the new wave of cum that filled his mouth. Once he was sure he couldn't cum anymore, he swallowed every last drop in one enormous and audible gulp. Twilight had other plans and suddenly squeezed the stallion’s balls, causing one last spurt of cum to land across the stallion’s muzzle.

“Oh, that's too bad, I was going to reward you if you managed to take the rest.” The mare giggled again, rubbing her body against the stallion’s and circling him slowly like a predator eying a particularly juicy peice of meat.

“B-but-” Twilight placed a gentle hoof against his lips and winked, easing his fears.

“It looks like I’m going to have to put that ring back on you until after I cum.” Twilight quickly did just that, the magical ring shrinking down to his now flaccid size and securing itself tightly.

The stallion grunted and shifted uncomfortably, getting used to the sudden addition. Twilight, meanwhile, seemed intent on something Star Tracker couldn't see. Just as his curiosity got the better of him and he was about to ask, he felt his body suddenly wrapped in a restrictive magical aura and lifted off the ground.

“Woo, hey!” The stallion flailed only to be turned to face the frowning mare.

“Don't you trust me, Star?” Twilight asked with a twinge of disappointment.

“Yes?”

“We will have to work on that.” Before he could ask what she meant, he could feel his body floating through the air once more, the blinders and saddle coming loose and being tossed aside. “You don't need those anymore, no matter how cute you look in them. I don't think what comes next would be comfortable with them on.”

His legs splayed wide and he caught a glimpse of a rather unusual chair that he was floating towards. It was large and seemed custom-built to hold the pony sitting on it by both sets of legs, ensuring anyone would have easy access to any part of the sitter’s body.

The stallion’s cock grew hard once more and, with each snap of the belts securing his limbs, the pleasure grew. Once he was secure within the chair, the alicorn smiled. “Do you like it? Another one of Rarity’s custom pieces she built for me. It's quite strong and I just love the position it forces you into.”

The mare winked, rubbing her hoof down his chest until it brushed across his cock and settled on his balls. Star Tracker couldn't help but whimper, what little touching they did was incredibly sensual and he was pretty sure he would have come the instant she brushed her hoof against his cock if it was not bound by the ring once more. His sensitivity seemed turned up to eleven, and the way her other hoof caressed his spread legs and then gently fondling his balls was maddening.

The mare retrieved her riding crop and ran the leather along the stallion’s length until it landed firmly against his small balls and giving them a light smack. “Eep!” He squealed.

The mare giggled, covering her mouth with a hoof. “You even squeal like a mare.”

Star Tracker blushed but couldn't deny it, so he huffed and looked away, drawing another dainty laugh from his mistress. “You know, now that I look at it, I think that ring of yours is kind of ugly. It doesn't match your fur and hardly seems to fit the mood. I know of a perfect spell that can replace this garish thing.” The mare giggled. “I think I’ve been spending too much time with Rarity.”

The stallion’s eyes shot open and before he could speak it was already too late, the second the ring came loose the orgasm it was holding back rocketed to the forefront of his mind and all over the mare’s muzzle. Thick rope after rope landed across the princesses’ face and hair.

Star Tracker winced at the angry look in the mare’s eyes as a single, rather thick load dripped from her bangs and fell to the floor. She rolled her eyes and huffed in annoyance, looking around for where her mirror went.

“S-s-sorry, mistress…” he muttered pitifully.

When she retrieved the mirror, she went to work scooping up every errant strand of cum and pooled it into a steadily growing ball of sperm. Once she was sure she had got every drop, her horn flashed once more, cleansing her face and hair in an instant. The stallion sneaked a glance at the angry mare to find her grinning widely at him. He opened his mouth to speak but, before he could utter a word, he found his mouth suddenly filled by the glowing orb of cum Twilight had peeled off her face.

Despite his annoyance at being interrupted yet again, he dutifully began swallowing every last drop. Or, at least he would have, but the way Twilight was manipulating his cum, it simply flowed down his throat and into his belly. He had very little say in the matter, which, Star admitted, made the whole thing even hotter. He managed to catch a few drops on his tongue and was about to swallow it when he realized it tasted vaguely like her. He rolled the taste around his mouth, regretfully swallowing it when he realized Twilight was smirking at him.

“No harm, no foul. Besides, it was my fault for not simply working the spell first before removing the ring.” With a wave of her horn, a bright light infused the stallion’s balls while several ethereal chains wrapped around his sack. The light slowly faded away, though Star Tracker could feel the magic within him, binding him and ensuring he couldn't finish without the alicorn’s permission.

Knowing that such a part of himself was handed over to the alicorn was yet another turn on for the stallion, who eagerly awaited what she had planned next for him. The alicorn licked her lips and gently began to tug on the vibrating toy still lodged inside him. After a few tentative pulls, the toy began to slip out of the stallion’s well-stretched hole.

“Oh wow, I must say I’m impressed.” Twilight pulled the last few inches of the toy out of the stallion’s ass and compared it to the length of her leg, gasping when she realized it came all the way up to her elbow and slightly past.

“Thanks.” He said with a smile. “I hope I didn't stretch myself too much, I just thought that since you are, well, big, that you would have a big, well, you know…”

“Although I don't have one naturally, the few times that I have experimented it was rather big, so that was some good foresight, my pet.” The alicorn ruffled the stallion’s hair and smiled. Star Tracker grinned like a fool, enjoying any touch from the mare, no matter the kind. “Let me go grab something suitable to stuff inside you.”

Twilight looked around, quickly finding the S section and locating the strap-ons next to the spreader bars. She ran a hoof over the various sizes, her frown deepening as she couldn't find one quite big enough to stimulate the gaping stallion. “Aha!” She quickly fixed the faux cock to her pelvis and gave a quick test thrust.

Twilight didn't know why, but seeing that big black cock pointing out of her crotch felt empowering, she wanted to rut someone into the ground and she didn't care what gender they were. Smirking to herself, she walked in front of the stallion and struck a pose that allowed him to see everything. “What do you think?”

“You’re the most beautiful pony I’ve ever seen in my entire life. Though it would be twenty percent sexier if it was real.” He coughed awkwardly at ruining what had started out as actually kind-of romantic.

Twilight didn't seem to notice, however, and positively beamed at the compliment. “Why thank you, though I wouldn't worry about that other part as that's only a matter of time.” Star Tracker’s cock twitched at the thought, to which Twilight smirked. “Did you enjoy that?” She leaned closer, running a hoof up his shaft and blowing a hot breath across his semi-flaccid cock. “I bet you love the idea of my cock buried deep in your slutty hole, don't you?”

The stallion squirmed against his bindings. “Y-yes.”

The mare gave his shaft one last gentle stroke before leaning down and applying a gentle kiss to the tip. “Tell me, Star Tracker, tell me what you desire.”

Seeing the mare’s lips so close to his shaft he shuddered, knowing exactly what she was about to do. “I want you to fuck me until I can't see straight.”

“Good, keep going.” The alicorn gently kissed the tip once more, letting her lips linger on the head for a few seconds.

“I want to feel your cock inside me, filling me, completing me. I want you to claim my holes and make me yours.”

“Good boy.” The mare quickly dipped down, her lips slipping over the head and taking his trembling length deep into her mouth.

The stallion’s eyes rolled back, and he was tempted to lean back in his chair and relish every second, but he quickly shook himself from the notion. If this was going to be a one-time thing, he wanted to watch every second of it and commit as much as he could to memory.

Twilight slid down his length easily, making short work of his cock and pressing her lips against the base. Her tongue pressed gently to the underside of his cock and, after exactly five seconds of gentle suction, she pulled up slightly before pushing down once more and planting a loving kiss on the stallion’s pelvis. The stallion’s rock-hard cock quickly popped out of her mouth, and she wiped away a few stray strands of spit that clinged to her lips, taking no small amount of pride from the stallion’s dumbstruck expression.

“What? Did you assume I didn't know what I was doing? I may not have the experience like most of my friends, but I am very academic about all my learning.” She winked, melting the stallion's heart and leaving him stuttering.

She giggled, pressing his mouth firmly closed. “Breathe, then say what you were going to.”

Nodding, Star Tracker breathed deeply. “I didn't know you were like this.” He would have face hooved if he could. “I mean, I didn't know you were into all this. I didn't assume that you were, you know…”

“I didn't know I was into all this either, but I guess after I started my research, something awoke inside me. I always enjoyed being in control, but I never really let myself enjoy it until now. Thank you.”

“No, thank you, princess.” The colt smiled softly. “I always dreamed of this moment, and now that it’s coming true all that I can hope for is that maybe this won't be a one time thing.”

Twilight smiled slightly before forcing the expression away. “Maybe. First, why don't we have a little fun? Think of it as an…” The mare tapped her chin as she thought. “An entrance exam?”

“An entrance exam?” The colt tilted his head.

“Yeah, show me what you got, Star Tracker and maybe, just maybe you can come back.”

The stallion grinned like a madpony. Twilight had never been a good liar, and the way she said it made him think that she had already made a decision on the matter. Still, it wouldn't hurt to give it his all, right?

He smirked. “Well, what are you waiting for, mistress?” The stallion lifted his butt and waggled his gaping asshole to the alicorn. “Your pet is ready and willing to be used however you may desire.”

Twilight snorted, a hot blush crossing her cheeks. “I don't know if I would say that if I were you. I might just take you up on your offer and fuck you all night long until you’re left a bloated, cum-filled mess.”

Star Tracker shivered at the thought, loving every word the mare said. “And I would treasure every second of it.”

The mare grinned and hopped up onto the chair, her hooves landing on specifically placed pads that allowed her to move easily while comfortably being able to rail whoever was strapped into the chair.

Instead of plunging her huge black shaft into his waiting hole, she first pressed her lips against his. This time she did so delicately, wanting to enjoy a moment of stillness before the hunger that burned just beneath her mind came roaring back and demanded she take the stallion for as long as his fortitude held out.

The stallion eagerly closed his eyes and melted into the kiss, pleasantly surprised and slightly disappointed by her restraint. Though even when she was gentle, her domineering nature made her take the lead and control every aspect of their kiss. She pressed against his lips, her tongue pressed into his mouth and pushed against his own whenever he went against her will. He never once actually wanted to, but the feeling of her regaining control and asserting herself made the stallion weak in the knees.

Twilight pulled back suddenly after nearly a minute without breaking the kiss, leaving Star Tracker to lean forward, seeking his mistresses’ lips longingly. He had been close, so very close to orgasming once more and though that fact startled him somewhat, it seemed normal in the presence of the alicorn. He had always had a hair trigger, but even that felt even shorter than usual around the dominant mare.

Evidently the mare seemed to know this as well and pulled away at the last possible second, leaving the stallion a squirming, moaning mess that longed for release. She couldn't have that, not yet anyway. And with a quick thrust she brought the stallion’s attention once more to his now quite-full asshole.

“Eep!” The stallion squealed, retreating up the chair slightly as he suddenly felt the head of the plastic cock plow inside him. Noticing the alicorn’s disappointment to this act, he quickly gulped and pushed himself back down, trying to push more of the faux cock inside himself.

The mare’s features softened, seeing the pleasure spreading across the stallion’s face removed what little trepidation she had left. Gripping the handles tighter, she surged forward, plowing her hips against the stallion’s and spearing him on her massive length.

This time Star Tracker did not shirk away, only moaning and staring into the alicorn’s eyes with unabashed lust, as if egging the alicorn on and asking ‘Is that the best you got?’

The submission without giving up, the resistance without pushing her hard, it was exactly what Twilight desired. Complete submission was boring, she needed a challenge, she needed somepony that would resist her enough to make it feel real.

She flashed the stallion a confident smile and ran a hoof down his chest, sending a shiver down his spine. When her hoof came to rest on the centermost part of his chest she pushed down firmly, asserting herself and reminding the stallion who was in charge.

He squirmed slightly, but a sudden thrust from the alicorn made that stop and send the stallion into a state of utter bliss. Almost nine inches had been stuffed inside the petite stallion by now and, despite the fact that a plastic cock far larger than his own was stuffed inside him, he felt no discomfort, only pleasure, pleasure and the empty part of him that his lover had yet to fill.

Twilight grunted and shifted her hips slightly before she thrust again. Despite the fact that she could not feel the tightness wrapping around her fake cock, her thrusts had become more and more difficult. The alicorn pulled back, earning a whimper from the stallion. Her powerful length slipped out of the stallion’s hole, much to his disappointment. However, that was quickly remedied when he noticed the mare was applying a liberal application of lube to the toy and quickly plunging it back inside of him before he had a chance to give voice to the emptiness he felt.

With one powerful thrust the alicorn buried every inch she had just removed and then some, obliterating the emptiness he had felt and replacing it with a feeling of euphoria. Though the alicorn was unskilled at hitting all the right places, the sheer size of her made missing nearly impossible, and the stallion could feel the huge cock pressing against his prostate with every thrust.

The mare’s thrusts were slow but constant, never resting for more than a moment before he felt her surge a little deeper, a little more power in her thrust. Her hips were getting closer to his by the second as another orgasm rose within him, though he knew she would not let it come. By the time their hips grew painfully close, Star Tracker could feel his balls pulse and cum churn, but there was no release. The stallion grunted as he felt himself begin to get more and more backed up. After a few seconds it passed, and, after a quick nod to the alicorn that he was okay, she let out a sigh of relief.

“Tell me if the spell becomes too much, okay? Or if you can't speak, tap your hoof three times.” She spoke with concern evident in her voice.

The stallion nodded. “Yes, mistress.”

The word brought the fire back to her heart and she instantly threw her hips forward, eager to bury herself inside the stallion’s gaping asshole and fill him up completely. The stallion squeaked in surprise at the sudden enthusiasm but quickly got used to Twilight’s deep, powerful thrusts.

The pair panted and moaned as Twilight relished in the control and Star in the loss thereof. In time the stallion pushed back in sync with the alicorn’s thrusts, doing his best despite his restraints. Twilight grinned when she noticed their hips collided with slightly more force than what she had grown accustomed to. She leaned down and gave the stallion a peck on the cheek without missing a beat, which only tempted him further.

Their lust grew and grew until their hips collided with such force that Star could already tell he was not going to be walking properly for a long time to come. Wishing to reward the stallion for his renewed pushing, Twilight leaned down and pressed her lips against his, drawing the stallion into a deep and passionate kiss that saw his will completed supplanted by her own. For several minutes they held onto the kiss, their desperation to remain close palpable in the sweat-filled air.

Finally they relented, with Twilight pulling back and planting one last smaller kiss on the stallion’s lips as if she meant to give a parting gift to her lover. Though Star Tracker squirmed and leaned forward trying to recapture the kiss, Twilight did not relent and gently pushed him down against the chair, holding the eager stallion at bay.

Twilight smirked as she backed up only to suddenly push herself enough that she stood on her hind legs, fake cock still buried inside Star Tracker’s hungry ass. Before he could ask any kind of question, her horn lit and her wings spread all the while her hips continued moving, pounding his asshole without missing a beat.

“I thought you would appreciate the view. I know I am.” Twilight said with a smile, one hoof running across the bulging shape in Star’s lower abdomen.

The male looked down in awe, barely able to tear his eyes away from the majestic alicorn in order to see what she saw. When his eyes settled on the outline the fake cock made in his belly, the spell containing his orgasm was nearly strained to the breaking point. His eyes rolled into the back of his head and his hips jerked erratically only for no cum to spurt forth from his diminutive cock.

Twilight very nearly burst out laughing at the sight of her pet stallion nearly orgasming at the sight of his belly being bulged by an enormous cock. She could tell right then and there that this would not be the last time they explored this particular kink, and Twilight made a note of finding a spell that would keep him tight. Something told her that he would sorely need such magic.

“You like that, don't you, my pet?” The male didn't answer, but the burning blush spreading across his face and the subconscious movements of his hips gave all the answer Twilight needed. “I bet you love the sight of my huge cock stretching you out, forcing your body to change as it is remade into a better home for my big beautiful penis.”

The male gulped and nodded, wishing he was as good at this sexy talk as his mistress was. Twilight reached a hoof down and caressed the bulge her head made in his body, shivering at the feeling of her own hoof through the thin flesh separating her cock and her hoof. The stallion seemed to enjoy the feeling as well and wiggled in his restraints, moaning all the while.

Twilight's hoof made slow and gentle circles around the head of her cock, even angling her hips in a way that made his stomach bulge even more. “How does it feel to see a cock easily three times the size of yours, bulging your stomach as your body struggles to contain its size?”

The mare gently pressed down on the head, unable to stop a strange moan from escaping her own lips. Star gulped. “It feels so good, mistress. It makes me so happy to see you molding my body and making me yours.”

She wasn't sure what she enjoyed more; the feeling of dominating the feminine stallion, the sensations assaulting her cock, or the sight her cock made on the stallion’s stomach. Though she couldn't put her hoof on why she also had distinct feeling of pride at the sight. That disappeared the moment she realized that the plastic cock wasn't actually hers, in a manner of speaking. Frowning to herself, she flopped back down over the stallion who had thoroughly enjoyed the sight but still enjoyed the feeling of Twilight’s weight settling over him even more so.

The alicorn slammed her hips forward once more, savoring the sound of their hips connecting with a wet squelch. Even then, something was… off. She couldn't put her hoof on it, but much like the feeling of pride, the enjoyment of stuffing the stallion’s tight asshole had dissipated somewhat when she remembered the cock wasn't actually attached to her.

Shaking her head, she wiped the sweat from her face, an act that went completely unnoticed by the stallion whose head was thrown back and his mouth open all the while a slow, barely audible moan slipped from his lips.

Smirking to herself, Twilight bit back a laugh at the stallion’s expense; despite the compromising position and less-than-presentable situation, he was still kinda cute. The stallion’s tongue rolled out of his mouth as if on cue, which was too much for Twilight who couldn't contain her giggles any longer.

At the sound of laughter Star Tracker’s head jerked up, but Twilight booped his nose before he could speak. “It's nothing, you’re just cute.”

Star Tracker blinked. Did she read my mind? Rubber duckies rubber duckies rubber duckies. He repeated over and over, after a few seconds Twilight blinked, temporarily distracted.

Why was she thinking of rubber duckies at a time like this?

Stowing that thought away for later, she took the momentary break to start pulling back. “I’m going to pull out for a second, Star Tracker, I gotta fix something.”

“Do you have to? I love it when you fuck me with your big long cock, mistress.” The stallion’s hooves wiggled as he tried to hold Twilight closer and stop her from pulling out. “The feeling of being so incredibly full is all I've ever dreamt about.” He threw on an adorable pout and, despite Twilight’s insistence to pull out, she very nearly stopped.

He was really cute.

Twilight shook her head. “It will only take a second, my pet. Besides, you aren’t questioning me now, are you?”

That got the right response and the stallion’s wiggling limbs fell lax. “N-n-no…” He looked away, guiltily.

“Good. Now, this will only take a second.”

Twilight pulled back, taking a step backwards due to the sheer size of the fake cock. All the while Star Tracker whimpered pathetically, his cock twitching every time Twilight pulled another inch out of his stretched hole. Finally, with one last heave of her hips, her strap-on was free, making Star Tracker whimper like a child that had his toy taken away from him.

Rolling her eyes, Twilight secured a ball gag from the wall and placed it in Star Tracker’s mouth, securing it tightly with a quick pulse of magic. She took a step back to admire her handiwork. Her pet was slightly indignant, but it was clear he enjoyed the newest restriction despite his whining.

Nodding her head Twilight quickly pulled the fake cock out of its holster and, with a few pulls of her leather outfit, a space opened up on her crotch. Gathering more power into her horn, she double checked her math while recalling every intimate part of the spell to ensure that nothing would grow terribly awry. After a few tense seconds a gentle smile bloomed across her face and, with a flash, nothing happened. At least at first, anyway. Then, seemingly all at once the spell caught up to her and the alicorn’s eyes crossed for a second.

“Oh that feels funny.” She mentioned with a giggle, shifting her back legs around as if she was stepping on something incredibly hot.

Her smile fled her face, replaced with a grimace, then a grunt of determination. “Okay, that's unpleasant. I hope it’s ooooover!”

Twilight nearly doubled over, sending the stallion’s eyes wide as he panicked. Just when he mustered up the nerve to try and break out, Twilight stopped moving.

“Mrph morph mmm!” He shouts.

“Augh, remind me to double check that spell. I’m pretty sure I screwed up somewhere.” The weary alicorn muttered, slowly getting to her hooves.

“Oh hey, would you look at that! It worked!”

Star Tracker strained against his bindings, trying to get a good look at whatever Twilight was staring at, which was difficult as the alicorn had her head down and was staring between her legs with what sounded like wonder.

“I think I put a little too much power into it, though. I mean, holy crap, look at the size of those things! I bet I could fill a bathtub with these babies.”

“What’s going on?” Star Tracker tried to ask. Though muffled, Twilight seemed to understand him.

“Oh, uh sorry. Here, check it out.” Star Tracker’s eyebrow lifted as Twilight turned to the side and lifted her leg to display what looked like a fifth leg. Why would she grow an extra leg there? … oh. Oh wow.

Star Tracker gulped nervously, his eyes scanning the massive appendage with wonder. That was easily the biggest cock he had ever seen or heard of in his entire life; it was beyond impressive, and that was without mentioning her balls which were easily the size of a watermelon each and audibly sloshed with cum whenever Twilight shifted slightly on her hooves. Normally, such massive testes would make whatever cock they were tied to appear small, but definitely not in this case as Twilight’s cock was measured in feet where his own was measured in mere inches.

The male felt himself shrivel in the presence of such a powerful symbol of masculinity, though even then he took a perverse sense of joy from the sensation. He was smaller, insignificant even and his lover. His mistress was bigger, stronger, smarter and clearly the alpha male in the room.

He tore his eyes from her new stallionhood and met her somewhat nervous eyes. A huge, devious grin split his lips and he nodded profusely.

“Oh, good, I thought I was going to have to do that whole spell all over again. Do you think you can take all this? I don't want to hurt you.”

Star Tracker admittedly didn't know if he could take all of that behemoth. All he did know was that he was going to try. He nodded firmly, hoping it came off as more determined than what he felt.

Twilight sighed a breath of relief. “I suppose I should get more lube, huh?” Star Tracker nodded his head even harder, which made the mare giggle. “Sounds good.”

The massive cock was quickly lathered with a liberal application of lube, only for Twilight to suddenly frown and squirt an extra large glob at the head, which made the hair on the back of her neck rise and a tickle run down her spine. Star Tracker giggled at the sight; clearly, someone was not used to having such a beast attached to herself. The mare hesitantly got up onto her previous spot, clearly unsure of herself despite Star Tracker’s assurances.

She nearly lost her footing when her newest appendage bobbed slightly, sending her enormous balls bouncing and sloshing. With a quick flap of her wings she was back in place and ready to continue, a small blush slowly fading from her cheeks.

With a grin that brought forth her former confidence, Twilight picked herself up and mounted her pet once more. Her elephantine cock lay across the stallion’s chest and crotch, easily dwarfing his own cock several times over. Acting swiftly the mare pulled back, dragging the head of her cock down Star Tracker’s body and leaving a thin trail of lube and pre in its wake.

With great dexterity and a small amount of magic, Twilight lined her cock up against her pet’s gaping asshole and moaned loudly at the sensation. The tip of her cock could just barely push its way into his hole with little effort, but any more was impossible without a little force, making it feel as though the stallion had placed a small kiss at the head of her dick.

Being so close to claiming her pet, Twilight felt something flare within her; she not only wanted to fuck him because she knew it would feel good, but she wanted to dominate him. She wanted him to worship her and service her every need while she controlled his every action. The feeling was so powerful she was easily caught up in its wake and carried along.

All the warning Star Tracker got was a glint in his mistress’ eye before he felt her hips lunge forward, impaling him on her cock. Thankfully it couldn't get very far with a the single thrust, but even then it was enough to send his eyes fluttering open and panic to run through his body. That didn't last long, though, as Twilight settled her considerable weight on the stallion’s body, pressing him against the chair and subduing any complaints.

Now free to do what she desired, Twilight quickly got to work pounding into the stallion’s abused hole with a manic insistence the likes of which neither pony had ever experienced. Within moments Star Tracker could feel his hole fill up and stretch far beyond what he felt was possible, and there was still more. Her cock seemed to go on and on, and every time he was sure he had run out of space or she had run out of dick, she pushed forward once more and, lo and behold, there was more.

The stallion could hardly keep track of all the orgasms he had almost had, and he was pretty sure his balls had swollen to twice their normal size by the time Twilight finally bottomed out inside him. Finally coming down from the sudden rush to fuck and claim her pet, Twilight stopped and caught her breath.

“Holy fuck, Star, I can't believe I got the whole thing inside you.”

“Me neither.” Star Tracker tried to say through the gag.

“I mean, my dick is enormous and thicker than… just, wow. You feel so good, by the way.” She moaned and settled in, wiggling her hips and laying on the stallion, resting for a moment.

He was pretty sure he almost came again and, judging by Twilight’s suddenly perked up ears, she noticed it. “Oh, I guess you’re still not allowed to cum, huh? I, uh, should probably hurry up here. I bet that doesn't feel pleasant.”

Star Tracker muttered a quick ‘thank you’ to Celestia, which Twilight giggled at. “Seriously though, your ass is divine. I wonder if I have the power to name it a national treasure, because I could wear you like a cocksock all day.”

The stallion blushed and mumbled something incomprehensible. Thankfully, he was saved from his embarrassment by the sudden sensation of his insides getting pulled out, or maybe it was just Twilight pulling out slightly, he wasn't quite sure. Either way, it was only a matter of moments before she was bottomed out inside him once more.

“I'm going to go pretty fast, just tap three times if it's too hard, okay?”

Star Tracker nodded, silently willing the mare onwards while staring into her eyes. He couldn't help it, really; they felt enchanting, and a part of himself was drawn into those twin orbs when he felt her begin to speed up, using his asshole for all its worth.

The seconds become minutes, broken only by the sound of Twilight’s heavy balls slapping into his ass. He was convinced that, by the end of it, he would have twin bruises on his ass in the shape of her balls... but it would be worth, it he thought. The way she whinnied during particularly pleasurable moments and let out a low moan during the rest of the time was adorable, but other than the sounds of her pleasure, there were no words exchanged. He was a vessel for her pleasure, a toy to be used and abused, and he would have it no other way.

Finally, after Star Tracker was pretty sure his ass was completely ruined and remodeled into the shape of the alicorn’s dick, he felt it. At first it was a twitch, a sudden change that was accompanied by the alicorn biting her lower lip and slowing down. He caught her errant gaze and gave her a quizzical look.

“I’m cumming, Star Tracker, it’s so close and it feels so big. Are you sure you can take it all? Should I pull out?” She asked, a hint of worry creeping into her voice.

The stallion gulped and, with all the confidence he could muster, he nodded. “You bet!” He tried to say, though it came out something closer to “omph phef!”

The alicorn giggled. “Well, if you’re sure, here goes!”

She threw her hips back and forth three more times and, on the third one, he felt another twitch, this one bigger than the last. There were no more thrusts, no movement at all, her orgasm would come and he would take it all, come hell or high water.

Her balls churned audibly and he could hear her potent seed surge up her turgid length, the sheer size of it forcing his already distended gut to grow as it traveled down her length, until all at once it blasted into his belly, sending his eyes to fly open in shock and something deep inside of him to groan and stretch.

“Sweet Celestia, was that me? I don't know if I can do this, Twilight.” Star muttered, hoping his concern could be seen by his mistress… who in turn did not notice the fact that anything was amiss due to her head being tilted back, eyes rolled into her skull and tongue hanging from her mouth. The first orgasm from her new cock was beyond anything she had previously experienced or ever imagined, and it had left her senseless and in a rather compromising position. The low moan was the only sound she was able to make as the sheer power of her orgasm took away even her ability at speech.

“Twilight?” Star Tracker murmured through the gag.

She didn’t notice the stallion’s growing belly, her monstrous cock shooting a seemingly endless supply of hot alicorn cum deep into the male’s stomach. Star Tracker looked down as his abdomen distended and grew to the point that the bulge made by her cum finally outgrows the bulge her flared head made in his insides. The stallion gulped and hoped it would end soon, he wasn’t sure how much more he could take, and besides that, he was pretty sure he almost came at least two more times and his balls ached for release.

On and on it came, the force of its arrival enough to blast semen deeper into Star Tracker’s gaping, destroyed hole, more than he thought possible. By the end of it, he was left a panting, moaning mess, and he was pretty sure the whole area from stomach to hole was occupied by alicorn spunk.

Twilight was just barely coming down from her own post-orgasmic high and she wearily shook her head, as if attempting to dislodge the mental cobwebs trapped within. The mare blushed when she noticed how embarrassing of a position she was in; mane unkempt, eyes no doubt bloodshot and tongue hanging loosely from her mouth. She ran a hoof through her hair, tucking her tongue backs in and looking down, hoping her pet wasn’t too ashamed by the mess she was in.

A breath of relief was exactly what Twilight needed, the stallion’s eyes seemed insistent but not embarrassed. He kept glancing down, though... what could that mean?

Twilight followed his gaze, nearly poking his eye out with her long horn. It was then that she noticed that his belly had grown significantly over the past few minutes and his cock was twitching like mad, the spell having to work overtime to contain another load from the feminine stallion.

“Oopsie! Sorry about that, Star, I bet you’re pretty worn out from that.”

Star sighed and nodded softly. Though he had enjoyed every second, he could feel his strength running out and felt that a break was needed.

Twilight giggled. “It’s a cute look on you, though. Remind me to see just how full you can get.”

The male blushed and looked away, enjoying the thought of being filled with the alicorn’s potent spunk more than he would admit even if he could. A sudden pulling sensation from his bowels alerted him to the fact that Twilight had begun to pull out. Her flared head had thankfully shrunk a lot, but even then it still felt like he was being pulled inside out.

Slowly, the mare walked back several steps until finally her massive length slipped free from the male’s tight hole with an audible pop, accompanied by a sudden rush of sperm that flowed out of his broken and distended hole. Star Tracker sighed despite the empty feeling inside himself. The cum that remained within was enough to keep that feeling at bay, but even then he knew he would forever miss the sensation of being so full, so complete for every moment not spent on the end of Twilight’s cock.

He shook his head and looked down at the smiling mare whose horn was alight once more. His bindings came loose and the ball gag slipped out of his mouth, all the while she radiated the perfect picture of beauty, grace and an afterglow that could light up a room. His balls ached for release and his cock was still twitching in anticipation, but the second-hand joy he felt from the alicorn was beyond anything he had experienced.

In that moment he knew just what he wanted to do. “Um, Twilight, what did you have planned next? Because I had an idea.”

Twilight blinked twice, catching herself staring off into a bliss filled space. “Oh, uh, I was thinking a cool down period of a few minutes, maybe some water and sandwiches, then whatever you desire.” She added an uncharacteristic, but very enthusiastic eyebrow wiggle.

Star smiled. “Well, as nice as that sounds, maybe you could let me suck your cock? It's all covered in cum and, well, I really want to worship you.” He licked his lips and looked down at the softening cock between the mare's legs. Despite it becoming more flaccid by the second, it was still double his length and then some.

Twilight scratched her head and looked over to the small plate of cucumber sandwiches and waters she had set out, then back to the hungry-looking male with the bulging stomach who had climbed down from the chair.

Twilight took one last longing look at the cucumber sandwiches and shrugged; there would always be time for snacks later and, despite the strange way he had put the request, she was curious about what a blow job would feel like. “If that's what you want then I suppose only one of us is going to get a snack.”

The stallion smiled and took a step forward only to stop and wince. “I’m leaking. Would you mind?”

“Of course.” Twilight replied, lighting her horn and quickly stuffing a plug in his gaping ass with all the warning of someone ripping off a bandaid.

“Eep! Warn me next time!”

Twilight blushed and rubbed the back of her neck. “Sorry about that, it's just you’re so stretchy, I just assumed.”

“Well, I am pretty stretchy.” Both lovers shared a laugh.

“Let me get that for you, by the way.”

“What? Oh hey!” Star Tracker suddenly found himself wrapped in a lavender aura and levitated over to a small pile of pillows across the room.

Twilight settled into a small pile she had built up and sat down, leaning back slightly to display her cock that was now just barely larger than Star Tracker’s diminutive cock. The male found himself lying on his belly, face within mere inches of the alicorn’s cock, his own pressed tightly against his belly and the soft satin pillows beneath him.

The blushing stallion quickly got to work on the messy, cum covered cock before him, his tongue lapping across its length and quickly catching any stray bits of alicorn spunk that his cavernous ass did not swallow. Twilight’s soft moans of pleasure were music to his ears, and were all the encouragement he needed.

His first order of business was any stray cum that was quickly caught and swallowed. As much as he wanted to savor the taste, he didn't want to leave the alicorn unclean for a moment longer than necessary. Even then he did get a few good tastes, even that was enough to hook the poor stallion. Soft hints of cinnamon, spice and vanilla tantalized his taste buds and intrigued the him to no end.

Normally he wouldn't be so eager to eat the cum that had just been in his ass, but the thorough magical and non-magical cleaning he had gone through ensured that wouldn't be a problem. It helped that she tasted amazing.

He even stopped when he found a particularly large dollop clinging to the base of her cock around the folds of her sheath. “Mmmm” He moaned. That was a taste he could get used to.

He was faintly aware of something he had read about gryphons and the fact that, because they don't have magic, their cum tastes salty. That must suck for any lovers they take, as alicorn cum tasted divine.

His attention was so devoted to Twilight’s cock that he hadn't noticed the fact that she had lit her horn and was only half-paying attention to his tender ministrations. First, she wrapped a belt around the stallion’s hooves just below the knee, then a second one just above it, and finally a leather blindfold floated from the wall.

“I am going to put a blindfold on you, okay?” Twilight asked quietly, perhaps even a little too quietly as only the faintest spark of recognition flared in the stallion’s distant eyes. So focused was he on the cock before him that he had hardly noticed that every trace of seed had long since been swallowed and he had resorted to pressing his tongue into the folds of her sheath in search of more.

“Star Tracker.” That got his attention, though he still seemed out of it, his tongue dangling from his mouth. “I’m going to put a blindfold on you now, okay?”

The male merely nodded before looking down and searching for any last traces of cum. Twilight merely snickered; surely her cum didn't taste that good… did it? She shook her head and muttered a ‘maybe later’. First she undid the blinders and tossed them aside, then she fixed the blindfold and smiled at her hoofwork.

Her eyes scanned over his body only to notice one thing out of place. Slapping a hoof to her head she groaned. “I forgot your tail. We need that raised and out of the way, ready for me to take you whenever I want.”

The male shivered, feeling his tail being pulled tight and folded in on itself, then clasped with another belt and held up, probably attached to the saddle he wore. That mare really does think of everything, doesn’t she? He smiled. She was so cute.

“Forgetting something, my pet?” Twilight asked with a little faked anger tossed in.

The stallion’s eyes went wide. “No, mistress I was merely, uh, awestruck by your beauty.”

Twilight laughed, a blush quickly covering her face. “Well, I forgive you for now, but you better get to work, lest I change my mind.”

The male blushed and groped around for his master’s cock, which was not difficult as it was enormous. Star quickly got to work running his tongue up and down its length but quickly found that his host had grown anxious and was fidgeting the longer he continued teasing.

Star continued to tease despite this knowledge, moving up and down her length a few more, painfully slow times, before working on moving his head lower and intending to suckle her balls, only for his lips to bump into the massive sack without difficulty. A quick kiss and a drawn out lick, and Star hadn't even managed to caress a fifth of one of her balls. This was going to be a challenge he would revel in.

Moving quickly, he kissed all across her balls with short quick pecks, her scent overpowering his senses and working like a an aphrodisiac. Within a minute of peppering her sack with kisses, licks and thoughtful devotion, his cock was already twitching madly... but despite his need, he felt no desire to fuck anyone. The only thing he could think of, the only thing he wanted, was to feel his mistress bury herself in his ass and never pull out.

He ran his hooves across the vast expanse of flesh while he continued his worship, noticing the mare moaned softly after being so long quiet for so long. Redoubling his efforts, he ran one hoof up and down the mare’s length while his other hoof and mouth never left her balls for more than a few seconds.

An idea suddenly occurred to him that perhaps her feminine side needed a little love too, so he moved lower, and lower, and lower, only for his chin to find the floor before his lips found her pussy. Star tracker would have chuckled if he had not immediately pressed his lips against the object of his adoration, devoting his breath to inhale her potent scent rather than speak.

Twilight had not remained completely idle though, and while Star Tracker was lost in a maze of lust, she had worked her magic and recovered a long, thin dildo. One that that bent easily as she brought it closer, it's form twisting and flowing as if seeking a hole to fill. While one hoof rubbed the stallion’s head, tossing his hair and rewarding him with a little affection, the other flicked the strangely tentacle-like dildo. Yes, this was pretty soft and would suit her needs quite well.

With but a thought she removed the plug in the male’s ass, eliciting a groan of mixed disappointment and pleasure from the needy slut. The disappointment fled a moment later, however, when Twilight stuffed the long toy into Star’s gaping ass. The stallion eeped suddenly, his head shooting up as he felt the relatively cool toy plunge into his aching depths without teasing or warning. It quickly surged as deep as Twilight’s cock had gone and then some, charging deeper than he thought possible. It's easily bendable length seemed trained to flex one minute and remain limber the next, snaking through his insides as if it was alive.

Star Tracker only stopped his devotion when he felt the nearly three-foot-long fake cock bottom out inside him, his moan of pleasure devolving into a mumbled thanks. The emptiness he felt was mostly gone. Though he still did yearn for the alicorn’s enormous length, it was dulled somewhat, replaced by the feeling of the deepest reaches of his hole being violated in a way that left him a quivering mess.

Not to be outdone, the male quickly picked his head up, and up, and up, searching for the head of the mare’s cock. He was forced to abandon his ball fondling and use his legs to get up onto his knees and finally up on all fours before he found what he sought.

He placed a few tentative licks around the head before planting a firm kiss on it. His tongue slowly circled the urethra, drawing a ragged moan from the alicorn, whose hooves rested on the back of his head, pressing down slightly and urging him on. After one last long lick, Star spread his lips as wide as he could and guided the head of the meaty cock into his mouth. Though his jaw strained to encapsulate the entirety of it, he was just barely able to fit it inside with mere millimeters to spare.

Just as he was about to begin pushing down and attempt to pleasure the mare, he felt the dildo that had been wedged inside him begin to move. Slowly at first it began to pull out, inch by painful inch, before ramming back inside and repeating the process. Every time Star felt his body be violated so deeply once more, he quivered in ecstasy. It felt like every bit of him, right down to his very soul, was being claimed by the dominant mare.

In his rush to please he was only dimly aware of how much his teeth pressed against the soft flesh of his master’s cock. She was simply too large, and he too unskilled and inexperienced to manage such a task without difficulty. After a few twinges of pain and a soft ‘ouch’, he lifted his head from her cock and frowned, an apology already forming on his lips.

“That's okay, I forgive you. When we have a minute I will train you better on how to take my cock, but for now get down there and eat me out.” Commanded his mistress.

He nodded once, tears nearly forming at the edges of his eyes at the mere thought of causing her pain. They were quickly wiped away and he dropped to the ground, his muzzle instantly moving towards where he assumed her pussy would be, determined to make up for his prior mistake.

The stallion gulped and with both hooves picked up the mare’s heavy balls and slid his muzzle forward, searching for his prize. Just when he was running out of neck, his nose brushed against something moist. No, not moist - something sopping wet and dripping a mix of sweat and mare cum.

He felt his mistress moan before he heard it, her massive balls obscuring the sound and draping over his face from nose past his ears. Due to the odd angle, he found his hooves trembling and he was forced to release the weights they held, burying him in the massive testicles of his lover.

Every breath he took burned with her scent to the point that it wiped away every other thought. Not the pleasure from his ass, not the sensation of being so thoroughly fucked, not the mad twitching of his cock that signalled the spell was holding back an orgasm could enter his mind. For the moment there was only her.

He pressed forward, his pressing firmly against the folds of the alicorn’s quivering lower lips. For once Star thanked his lucky stars that his tongue was abnormally long and, without a second thought, he pressed it against her pussy and pushed it within. She was already sopping wet, her hole ready and willing for him; she needed no teasing or foreplay. Instantly the mare moaned, her muscles relaxing around Star’s head and drawing a smile to his lips.

The taste of her cum had been entrancing, the taste of her pussy was even more so, though even then it seemed faintly masculine. It was as if every scent, every taste, every touch only reassured her dominance, her power, and reinforced his subservience. Though he had already known it, he once again realized just how perfect she was and solidified his destiny as her slave. If cutie marks could change, he was pretty sure his would forever bare an image of a collar that said ‘property of Twilight Sparkle’ across it.

He would have laughed at the thought, but everything he had was being used for the purpose of her pleasure. His long tongue reached inside the mare with little resistance, extending deeper until he had nothing more to give. Her soft moan of pleasure indicated she was enjoying it as much as he was, and he eagerly continued his assault on her pussy.

Above him, Twilight was in heaven. She leaned back heavily into the pile of pillows, her head tilted back with eyes closed. She was enjoying being eaten out and the tender care he gave to his every action, but there was something about his body pressed firmly against the ground, as if kneeling, that sent a shiver down her spine. The reverence he showed to her, mixed with his complete obedience felt as good as the actual physical sensation of his dexterous tongue maneuvering inside her pussy. Even the feeling of his head being covered almost completely by her balls was a source of pleasure, and she couldn't help but smile as he was forced into such a shameful position.

Her eyes suddenly shot open and her hooves pressed against the back of his head. Taking the hint, Star Tracker shifted slightly, allowing him to hit the same spot easier and increasing his attack on it. Each time his long tongue brushed against it the alicorn shivered and moaned. Though Star Tracker knew her clit had seemingly vanished, it seemed as though the spot where it had been made a her squeal in pleasure when the spot was licked.

Star Tracker draped his hooves over the mare’s legs and gently pushed against them, signalling he needed more room. She instantly allowed his request and spread her legs, allowing the male to press her love button over and over without difficulty.

The alicorn grinned and sought to reward the stallion in a way she knew he would notice despite his lust addled mind being so focused on her. With another burst of magic, the toy changed its pace, speeding up and growing harder now that his body had been altered to allow the toy better access.

“Eep!” The feminine mare squeaked, feeling the toy that had been slowly pushing back into him speed up and plunge the rest of the way into his ass in less than a second.

He had no time to think before Twilight grew impatient and she pushed his head forwards once more. “Hey, no breaks down there, slave! My pussy isn’t going to eat itself out.” Twilight giggled she whispered to herself. “Oh, that felt good. I hope he thought it was sexy.”

Star Tracker grinned, she is so cute. He made a note of telling her that later, hopefully during the recovery cuddle session he had planned. But that was then and this was now!

Not to be outdone and definitely not willing to disobey a direct order, Star shifted forward only for Twilight’s earth pony strength to suddenly kick in and make things more difficult. Instead of his head stopping just before the mare’s pussy, he felt his nose and part of his muzzle slip inside the mare. The stallion’s eyes went wide and panic nearly set in, but the heavy moan rising from his mistress eased those worries. Was she enjoying this? Another moan, the hooves on the back of his head relaxed slightly. Apparently.

He would have shrugged if he could. If that's what she wants... Instead of extracting his muzzle from the mare’s pussy he pushed deeper, sending a tremor down the alicorn’s spine and along her legs. Star could feel the pleasure he was causing, as every twitch and movement made her shift and her moan to rise or fall a few octaves. Oh, this was fun.

He grinned and pushed forward more, Twilight’s wet and swollen pussy somehow taking his muzzle with relative ease until the entire thing was nearly swallowed. But it was not meant to last, with his lungs beginning to burn and the desire to breathe rising, he pulled out only for the sudden burning to vanish.

“Let me help you with that. I might have to train you to hold your breath for longer, but for now a spell should help.” Came the muffled voice of his lover.

The stallion sat motionless for a moment, testing whether or not the spell was working. The burn did not return and everything seemed fine. Shrugging the strangeness off for the second time in a minute, he got back work. By that time Twilight’s body had grown used to the size of him and he could feel the tightness that had assaulted his muzzle begin to lessen.

Now free to move more, Star wondered if he could… Opening his mouth a little he felt the alicorn squirm, but it didn't have the same muscle clenching that pain usually did. Perfect! Now he just needed a little more and his plan could reach fruition.

He worked his jaw open and closed, pushing back slightly and then back in, establishing a slow rocking sensation that left the alicorn a quivering mess. On his head and neck, he could feel her balls swell with seed, the huge organs pulsing with life as they readied another load. Though her voice was obscured and he couldn't really make out what she was saying over the obstruction her balls made and the squelching sound of her pussy, he could tell she was loving every second.

Not one to rest on his laurels, Star Tracker pushed on, both literally and figuratively. He could hardly open his mouth any wider, but he could push a tiny bit deeper. The walls wrapping around his muzzle were practically flooded with mare cum and Star couldn't help but imagine what a mess his entire head was going to be from her pussy and the sweat from her balls. That was future Star’s problem, current Star had a needy alicorn in need of some devotion.

He pushed his jaw open wider, forcing the mare to stretch even more, until he finally had enough room to slip his tongue from his lips and extend it deeper into the mare’s cavernous pussy.

“OOH MY GOSH!” Twilight shouted unexpectedly, her legs becoming rigid as surprise ran through her. Instantly, that melted away, replaced by pleasure on the scale that rivaled even the feeling of being balls deep in her pet’s asshole.

The toy pounding into him from behind drove him on as it forced him to almost experience yet another orgasm. He had no idea how many he had been denied by now, but he was certain it was at least twenty. Either way, there wasn't anything he could do about that save to work harder and hope Twilight repaid his enthusiasm.

Extending his long tongue from his mouth, he extended it as far as he could go, but he ran out of space before he ran out of tongue. The mare eeped and pulled away slightly from the feeling of the slimy appendage brushing against her deepest reaches.

The stallion smirked, despite her surprise he could feel a small stifled moan just beneath the surface. He quickly pushed back in and pressed his tongue against the soft entrance of her womb. This time she didn't jump, though she did moan. He ran his tongue along the length of the entrance back and forth in slow, sensual licks that contrasted immensely with the huge toy that was still fucking him raw.

Star could feel Twilight’s hooves grip his mane every time he pressed against her. He pushed his muzzle in as deep as it could go, allowing him the little bit of extra length needed to press the tip of his tongue against the entrance to her womb.

Twilight’s muscles relaxed and her balls churned; it wouldn't be long now and they both knew it. The alicorn’s legs extended around the male’s head, holding him tightly and making pulling out impossible. Not like he had any desire to do that, but the intimacy of the act wasn't lost on either of them and Twilight made sure to remember to do that more often in the future.

Star reached out with his hooves, wrapping around the back of the alicorn and gripping her flanks tightly. The alicorn wiggled forwards a bit, allowing the male to feel her up. His hooves squeezed and his tongue assaulted the entrance to her womb as he worked his mouth open and closed over and over. Under the torrential assault of pleasure, the alicorn stood no chance. Though she had held out up until then rather easily, she could do nothing against the sheer amount of different stimuli.

“I’M CUMMING!” She shouted to the heavens.

The stallion’s tongue moved in a frenzy, determined to pleasure his mistress until she finally came down from her orgasm. What he was not ready for was a sudden bloating sensation coming from his abdomen. His eyes opened wide, the toy had stopped moving and was pulsing as if it was spraying him full of cum... but that was impossible, right?

Unbeknownst to Star, Twilight had used her knowledge of portals to ensure every drop of cum that erupted from her cock ended up inside her pet. The male could feel feminine juices running down his cheeks and neck while Twilight’s sperm made a mess of his asshole and filled it far beyond what should be possible. He wasn't sure how Twilight was doing that, but he could feel himself becoming fuller and fuller by the second and but not a drop seemed to escape his gaping and well-used hole.

He gripped her ass tighter and pulled her closer, savoring every last orgasmic twitch and movement the alicorn made, which was a lot. Clearly, the alicorn had one of the most impressive orgasms in her life, and was having difficulty containing herself. Her pussy quivered and her cock twitched as more and more sperm shot into Star Tracker’s depths. On and on it seemed to go until finally, all at once, she fell still, panting and exhausted.

“Holy shit, Star, that was amazing.” Her legs fell slack and she fell back onto the pile of pillows.

Star Tracker grinned and slowly pulled his muzzle out of the mare until he was finally free. Gently, he lifted her slightly less massive balls and pulled out from under her completely.

He licked his lips in one long, exaggerated motion and swallowed audibly, making Twilight tremble.

“That was incredibly attractive.” Star whispered huskily.

He grinned and took a deep breath and began sputtering when he unintentionally dispelled the magic that had enabled him to no longer need to breathe. “Ach! Oh that's much better. Thanks for that by the way but did you have to make such a big mess of me?”

The stallion rolled onto his side, his stomach sloshing around as he moved. He ran a hoof over his massive, cum-filled stomach slowly. He should be frightened, disturbed, or at least confused how so much had fit inside him, but all he could feel was pride. He had taken it all, every drop she had to give. He had taken it, and judging from the look on her face, she enjoyed that fact as much as he did.

“I couldn't resist, sorry. Does it hurt?” The alicorn beckoned him closer, inspecting his bulging stomach with unabashed curiosity.

Star shook his head and made his way beside his mistress, snuggling close to her side. “No, it just feels strange. I’m so full and warm, it's… nice.” He blushed, running a hoof over his stomach.

Twilight’s gentle smile faltered and she retracted her hoof that she had been running through his mane. “Ew, I think you need a bath.” She sniffed the air a few times, her nose wrinkling in disgust. “I think we both do.”

“Can I cum first, mistress?” He asked shyly.

Twilight blinked and looked down, sitting up in order to get a better view of the stallion’s now massive, grotesquely large balls. “Stars above! Of course you can! I am so sorry I nearly forgot! I got so caught up in everything.”

“Oh, it’s okay. It felt so good to just serve you that I nearly forgot about it too.”

“That is no excuse, I will do anything to make it up to you.” She said with a wink.

“Anything?” He looked up at her, grinning.

“Anything.”

“Well, I would really like to cum inside you... but only I don't want to be a dad yet!” He added quickly.

Twilight put a hoof to her chin and pretended to think about it, making a show of squinting and looking off into the distance. In reality she was just imagining how cute their foals would look, their coloration matched so perfectly. Celestia had mentioned that an alicorn’s children tended to be bigger and stronger, and the thought of their potential daughter growing up larger than her dad was hilarious. Twilight shook that thought away when she noticed the stallion was still looking at her expectantly.

“That's easily fixed. Hold still a minute, this might tingle a little.”

“Um, okay.” The male flinched, his body going rigid as he looked away.

Twilight’s horn lit with power and, with a flash of light, Star Tracker felt something wrap around his swollen testes, sinking into the tender flesh and disappear. “That felt weird. What did you do?”

“Temporarily made you sterile. Now you can cum inside me all you want.” She picked up his chin and forced their eyes to meet. “You better empty those swollen balls in me, mister. I don't want to be the only one not filled with cum.” She smirked.

Star Tracker very nearly fainted, but the promise of being able to fuck and cum inside his hero was enough to keep him conscious, for now.

“Yes, my princess!”

“Atta boy.”

Such a sentence should have been demeaning, but her voice was filled with such pride and mirth that Star couldn't help but smile at it. He leapt into action, only to stop as his stomach swung from the sudden movement, nevermind the realization that the toy was still buried in his ass all the way to the base.

“Hold on a second.” He gripped his belly in a hoof and waited for it to stop shaking. “There we go, ready for me, princess?”

Twilight lay back on the pile of pillows and spread her legs, showing off her now flaccid erection that was still larger than him. “Ready when you are, my pet.”

Star gulped, suddenly unsure of himself, he was so small, there was no way she would enjoy sex with him. He shook his head and steeled his resolve - that just meant he had to try harder to please her. With renewed vigor, he leaned in and positioned himself between her legs.

He stepped over her legs, his stomach dragging across her cock as he got closer. “Here I go.” He gulped again, his hips pressing forward only to not find what he was looking for.

Twilight giggled and rolled her eyes. “Here, I’ll help you. Gently, she lifted her balls out of the way and pulled his small but painfully erect cock to the entrance of her pussy.

“Thanks.” He blushed. “Still, uh, ready?”

Twilight ran a hoof through his hair, pushing a stray strand out of his eye and, in a breathy tone, replied. “Yes, my pet. Fuck me.”

Eager to please his mistress, Star Tracker thrust forward, his cock slipping past the mare’s titanic balls and into her sopping wet cunt. Between the amount of lubricant and his own diminutive cock he slipped inside her in a single thrust. He had buried himself inside her in an instant, reaching a height of nirvana he had never dreamed of.

I’m inside Twilight Sparkle, the mistress of magic, conqueror of Discord, national hero, and the hottest mare I have ever seen in my entire life. He nearly came right then and there, but someone held him back.

She gently booped his nose, bringing his attention back down to Equis. “Don't cum too soon, okay? I still want to have a little fun.”

Her horn glowed and he felt his balls tighten slightly. “Yes, mistress! Thank you, mistress! Sorry, you’re just… so sexy.”

The mare giggled and her horn went out. “There we go, that should give us some time to have a little fun before my little stallion finishes too early.”

Her hooves caressed his head and neck lovingly, cradling him. He shuddered at the sensation of her leather-clad limbs brushing across his naked flesh. His head shook suddenly, brushing aside the lust that addled his mind. I have a job to do. Focus, Star!

With his mind focused, he pulled out and thrust back into her once more. Both ponies moaned at the feeling of their hips connecting once again, though Star reasoned that she was just being polite. After having something so huge inside her mere moments ago, there was no way she enjoyed his mediocre cock, right?

Rather than be discouraged, the thought only urged him on. If his equipment was less than up to the task, he would just have to make it up to her in other ways! He quickened his thrusts, hardly spending more than a second buried inside her before pulling out again. He ignored the sloshing coming from his stomach or the occasional cum bubble that threatened to make him belch in front of a lady and plowed onwards.

He grunted from the effort, the feeling of the huge faux cock still buried inside him was going to be trouble; it felt too good to have something buried inside him while he was inside someone else. “Twilight, could you take the toy out and plug me up? It feels too good…” He gulped nervously - despite the fact that he had already taken her cock, admitting that it felt good was strange to him.

“Oh, sure.” She lit her horn and gently began to pull the toy out of his ruined, cum filled hole. Within a few seconds it was completely out and his hole was resealed by a magical seal that kept all of her cum from pouring out.

“Thanks.”

“Of course, my pet.” She said with a smile, caressing his cheek softly.

He blushed hotly and pushed back into her, only noticing now that every time he thrust, his stomach rubbed against Twilight’s now throbbing, erect cock. Rather than be repulsed, he saw his opportunity to make things more interesting and he leaned down, putting a little more weight on her elephantine appendage. Not a lot, just barely enough to caress her length with his round, soft stomach, gliding up and down it with each thrust of his cock.

He Instantly noticed a difference; where her moans were soft and barely audible before, now he could now hear her every moan and breath. Grinning to himself he leaned down more, giving her cock special attention as he thrust forward as fast as he could with his bulging, cum-filled belly.

“Mmm, good job, my pet.” She ran her hooves down his forelegs and caught him for a moment, giving him a gentle kiss before suddenly pushing him back and urging him onwards once more.

He smiled, his worries disappearing at the sight of her honest smile. He began to push himself harder, his eagerness pushing him beyond what he probably should be doing. The wet sound of his balls slapping into her ass was overshadowed by his hips slapping against her much larger set of testicles that rubbed against him with each thrust. He doubted he would ever get the smell of her sex off of him, and doubted even more that he ever wanted that to happen. The knowledge that he was marked as hers felt almost as good as the pleasure that was coursing through his body.

Between the feeling of her cock constantly pressing against him, the soft, surprisingly tight embrace of her pussy and the sheer fact that he was finally living out his fantasy, he was quite glad Twilight had helped him hold off a little longer. He never wanted this moment to end and, if he could, he would remain here forever... or would he? He stumbled slightly during another thrust as a thought occurred to him.

He almost wanted to feel her cock inside him more than this, the thought of being filled to the brim by her perfect cock gave him shivers. To devote so much of his body to pleasuring an aspect of his princess… He shook the thought away; he was a stallion, damnit! He didn't want to feel her hot throbbing length fill his achingly empty boyhole up until he was left a screaming mess, begging for her hot cum.

“You alright there, Star?” Twilight asked tentatively.

He shook his head, noticing that he had slowed down somewhat and had been staring off into space. “Oh, um, sorry, I’m just getting a little tired. Feels like I ran a marathon already, but don't worry, I-”

“No need to be sorry, my pet. Here why don't I help you? I know just what this is missing.” She said with a smirk.

Twilight lit her horn and cast a familiar spell, causing a sudden glow to come from between them. Star looked down to see a glowing purple portal position itself at the head of Twilight’s cock and somewhere else.

“What did that do?” He asked.

“It’s a surprise. Now hurry up and get back inside me. I’m not done with you yet.”

The stallion smiled. “Yes, ma’am!”

Without a moment’s hesitation, he quickly thrust back inside her only to feel something massive suddenly slip inside his gaping asshole. He squeaked suddenly and pulled out, only to feel the sudden intrusion retreat with it. Quickly looking down at Twilight’s cock, he edged his own smaller penis inside Twilight’s welcoming folds only to see hers disappear and the sudden intrusion return.

He smiled widely at the realization; this was perfect! It only slipped inside him a few inches and he could still feel the rest of her throbbing length press against his stomach. He never wanted to have sex without his hole being stuffed with alicorn cock. With renewed vigor he looked up to see the mare smiling down at him, a hoof caressing his cheek.

“Better?” She asked.

“Perfect.” He replied.

Like a pony possessed, he picked up the pace he had established minutes ago and quickly blew past it. The feeling of his asshole fucked while simultaneously being inside the mare fucking him was divine and it was only through determination he didn't cum within seconds.

He grit his teeth and poured every last ounce of strength he had into it, his hips slamming against hers hard enough to make his belly slosh and her balls to quiver. Every time he bottomed out inside her he felt that massive, perfect cock of hers slam into the male equivalent of a g spot with all the force he had mustered. Their moans grew to a fever pitch and their forelimbs quickly intertwined. She drew him into her embrace, gripping him possessively and tucking his head into the crook of her neck.

That suited the stallion just fine as he was forced to breathe in her potent scent, nevermind the intimate nature of their embrace. Their equally feminine moans were punctuated by soft groans when Star Tracker bottomed out inside her. equally enjoying the sensation despite the fact that Twilight’s cock only entered her pet a mere twelve inches. The fact that the stallion pressed his weight against the remaining inches more than made up for it and, when Twilight held her eyes closed tightly, she could almost imagine she was buried inside him while he was in her.

The feeling of penetrating and being penetrated was beyond pleasurable and, other than the fact that next time she would ensure all of her was inside him, she wouldn't change a thing. So strong were the sensations that within minutes she could feel her orgasm rise within her. Her pet knew it was coming and let out a sigh of relief the dam holding back his considerable orgasm had been on the verge of breaking for the last minute, and he doubted he could hold back much longer.

So it was sweet relief when he felt Twilight’s balls churn and her pussy begin to grip his member tightly. She leaned in close, whispering in the stallion’s ear. “I’m so close, my pet. I want to feel your cum inside me, give it all to me.”

“Only if you promise to fill me with your seed, my princess.”

“Deal.”

She squeezed him tightly, wrapping all four limbs around the small stallion. The feeling of being so controlled, held so tightly, as if she would never let go... it was too much for the petite stallion. He wanted to hold on, he wanted to keep going, but he couldn't hold on a moment longer.

“I’m cumming!” He cried as his member desperately pushed as deep as it could go into the alicorn’s pussy.

“Me too, don't hold back! Give me everything!” She commanded.

He collapsed on the alicorn, clinging to the larger pony with desperation. He felt the first pump of his load and his eyes instantly shot open; it was huge, to the point that he wasn't sure if his cock could handle it. He grit his teeth as the wave passed through him and into his mistress. This was it, he was cumming inside her! He had never been happier in his entire life, right up until he felt her cock twitch and her own load begin to shoot into him - then he had never been happier.

The two ponies clung together as they emptied themselves into each-other. Twilight squirmed and moaned the instant she felt the massive load shoot inside her, having never experienced something like it before. She was pleasantly surprised by its sheer size, which filled her far more than the stallion’s meager cock could ever hope to accomplish. And fill her it did; load after load pulsed into her, quickly filling her completely and forcing every new jet of sperm to erupt out of her with enough force to paint the floor for several inches behind them.

Twilight’s orgasm was no less impressive, though it was adding to an already massive load and had the advantage of being one of many, it still created a noticeable increase in the bulge of the stallion’s stomach. While neither of them could see the impact of it, they could both feel his midsection begin to press into the mare’s with increased insistence.

All the while neither pony spoke a word, as if the mere act of saying anything would shatter the delicate moment they were in and ruin it forever. Instead, they both clung to each-other, the mare rubbed the stallion’s back and hummed, proud of him taking yet another load of hers without complaint. He was truly the perfect pet, and she knew definitively then and there that she would keep him and make her claim permanent.

The stallion merely glowed in her admiration, he could feel the pride she had in him and was giddy at the feeling of being filled, while his own orgasm was a mere afterthought, as if her needs, her desires were more important, and more powerful than any of his own.

Finally, after what felt like an eternity, their orgasms died down. Both of their cocks spurted a few last weak loads, adding to the already copious amount of cum that filled them. Eventually the sounds of moaning and pleasure gave way to the heavy breathing of exhaustion.

Twilight’s hooves were tired, and without a second thought she twisted to the side and lay in a more comfortable position. She never let go of her pet of course, she never wanted to pull out of him again.

“Mmm, this is nice.” Star Tracker nuzzled into the crook of Twilight’s neck. “Could you… no, nevermind.”

“You are not getting away that easily.” The mare picked up his chin and planted a firm kiss on his lips. “Tell me.”

His eyes watered, his lips pursed, and with great reluctance he looked up at her with wide eyed fear. “Could you stroke my mane and tell me I’m pretty?” His face burned with shame, but he could not deny he wanted her to use such a commanding tone on him.

There was no way on Equis Twilight could resist those eyes. If he had asked her to jump off a bridge right then, she probably would have. Her gentle smile eased his worries as it always did. “Of course I can.” She ran a gentle hoof through the stallion’s mane before pulling his head closer until it rested just below hers. “You’re very pretty, my little pet. I think you would look great in a dress. Something frilly, pink, with lots of lace.”

The stallion blushed harder, imagining himself in such an outfit. “That sounds nice.”

“Maybe Rarity could make it for you.” The mare blushed. “But now that she knows my, um, desires, I’m sure she would find a way to make it risque. Like panties that have a nice convenient hole in the back so I could slide my cock inside you whenever I want.”

The softening erection still trapped within Star’s aching hole twitched. “Don't get too excited, I don't think I can take another load from that firehose of yours.”

The mare laughed. “Don't worry, I don't think even I could get hard again.” The stallion pulled his head out of her shoulder and shot her a look that said ‘really?’ “On a second thought, I could probably go another round or three.” She shrugged. “Must be an alicorn thing.”

“Well, us mortals need this thing called rest. Oh, and kisses, lots of kisses.”

“Oh, do they now? I better give you lots then!”

She gripped the stallion’s muzzle in her magic and forced him to suffer a barrage of kisses all over his lips and muzzle.

The stallion giggled, trying to kiss back every time their lips met. “Slow down, princess!”

“No.” She said between another assault of kisses. “You need lots of kisses.” She planted a few more on his lips before she broke out giggling.

They hugged each other tightly and giggled together, though that ended when Twilight suddenly kissed a ticklish spot on the stallion’s neck and he squealed like a girl, which only made them laugh harder.

Eventually they slowly parted, exchanging a joy-filled smile. “So, I’ve decided.”

The male cocked his head. “Decided what?”

“You will come down to the castle every day and serve your mistress.” Her confident smile faltered when he suddenly looked away, worry etched on his face.

“I… can't afford to take the train every day. But I can try! I’ll buy a frequent rider card and and work extra shifts and move into a smaller apartment!”

“Hey, hey, calm down, little one. I got a much better idea, one that won't bankrupt you.”

“Well, if it meant spending every day with you I would…” He grumbled.

“That's quite romantic of you, but there is no need for that. Star Tracker, I remember you mentioning in our letters that you were a receptionist in Canterlot, right?”

“Administrative assistant, but yeah… pretty much.” A light blush returned to his cheeks.

“Well, with all the ponies moving to Ponyville, I’m going to need a guard and somepony to greet guests, and I think I found the perfect pony for the job.”

His eyes lit up and he squealed like a filly opening hearth’s warming present. “REALLY?”

“Don't say yes just yet. There are going to be plenty of long, hard days, and I might need you to do odd jobs like cooking. And we don't have a maid yet, so you will have to do that as well.” Star Tracker’s cheeks lit up, something told him that she already had an outfit in mind for him. “It doesn't pay a lot, and the dress code is skirts only. Do you think you can handle that?”

“Anything for you, mistress.”

They kissed briefly but passionately, their smiles so wide they threatened to split their faces. Suddenly Twilight’s nostrils flared, only to crinkle in disgust. “We should probably get cleaned up first.”

“Do we have to? This is nice… plus I don't want you to pull out of me.”

She thought about it for all of a second. “Fine, but you gotta make the tea.”

He giggled and nuzzled his princess. “Of course, mistress.”

Weeks later, on a cold and blistery night, a weary little dragon stumbled through the halls, rubbing his heavy eyes with his hands. He stumbled for the door to Twilight’s private study and turned the brass handle.

“Hey Twilight, are you in here?” He stepped into the study and looked around, nothing but books, books and more books along a seemingly endless wall of shelves.

He turned to his right and trudged around a particularly large bookshelf, towards where her desk was. “I’m over here, Spike!” Came the voice of his adoptive mother.

He turned the corner and blinked wearily. “What are you still doing up? Didn't Mayor Mare say the paperwork didn't need to get done until next week?”

The alicorn smiled a little too widely, belying an undercurrent of nervousness. “Well, I had a free couple hours so Star and I thought we’d power through it.”

The dragon looked around. “Where is he, anyway?”

The alicorn’s eyes shot open and a muffled squelching sound could be heard beneath the large mahogany desk she sat behind. “Oh um, around. I think he’s getting us some tea, need something strong to get through this.”

“Uh, okay. Anyway I was gonna ask if I can have some of that topaz ice cream we have been saving.” He ringed his claws and looked away. “I can't fall asleep.”

“Aww, well alright then.” He turned to leave only to hear Twilight call out as he was just about to walk through the door. “Only a single bowl though! And not a mixing bowl, a regular bowl!”

The dragon grumbled and left, pouting at his misfortune.

When the door didn't immediately reopen after the dragon left, the alicorn let out a sigh and scooted back in her chair. Allowing the gasping stallion beneath the desk to breathe the first few breaths of air he had in over a minute.

“You’re getting good at that.”

“Thanks.” he replied between panting.

The stallion reached down and pushed his skirt over the bulge in his stomach that Twilight’s recent load had made. “Did you want some tea, mistress, or was that just part of your cover?”

The alicorn blushed and moved back enough to let the stallion stand up. “Well, it would be nice.”

Star waved dismissively. “Don't worry about it, princess. I live to serve you.” He bowed low before turning to the door. “Jasmine, one sugar and a teaspoon of honey, right?”

“Yes. Thank you, Star.”

The stallion grinned from ear to ear. “Anything for you, mistress.”

Author's Note

Big thanks to https://www.fimfiction.net/user/33768/pahnazd for doing some awesome editing.
Commission info is on my main page, short versoin is 10$ per thousand words and nothing too extreme, PM for more details.

Join me over on patreon and get instant access to exclusive content and early looks at new stories, patreon only stories and other great stuff! Check it out now and snag a discount commission slot among other goodies!