“Aw…. c’mon Trix, it is kind of funny, I didn’t realize you were that into Hoof’ar! You should have told me, I’d have helped hook you two up!”

“I’m not!” Trixie complained, throwing her pillow-skullcap across the wagon at her friend, “it’s just this damned tour: all the time spent outside pulling the wagon, the exertion and the extra hours in the sun… I think I went into an early estrus.”

Starlight repositioned herself so that she was hanging off the edge of her hammock, scooching closer to her friend. “That sucks… do… uh… do you think you could do something about it? I’m really tired and…”

“Do something about it?” Trixie asked, exasperated. “What’s that supposed to mean?”

“Well, like… cast the muting spell on yourself so you don’t wake me up again.”

“Oh, so I’ll just shut up so you can get your beauty sleep, is that it?” Trixie growled, her anger rising.

“Well… that would help a lot. Maybe if you could do something about the musk too… phew it’s getting strong now, hay I can practically taste pussy…”

“And how do you know what that tastes like?” Trixie smugly shot back, happy to be able to turn the tables on her roommate.

Now it was Starlight’s turn to blush. “W-well… I mean… I guess… t-technically I don’t.”

“You’ve never slept with another mare? I thought you had a whole village enslaved and subservient to your every command?”

“T-Trixie!” Starlight blushed even deeper, shocked her friend would bring that up.

“What? Maybe it’s just the heat talking, but it sure as Celestia’s teats what I would do if I had a whole village worshipping my plot.” Trixie shrugged, letting her nose raise up in smug arrogance.

“W-well… I mean… I wasn’t the one doing the eating so much as being eaten...” Starlight half-whispered, embarrassed at herself and trying to suppress those memories where she’d had an entire town of stallions and mares available for her every whim.

“Well. I wish I could just manipulate a group of stallions into plowing me out of my heat right here and now, but I’m not quite so talented as you Starlight Glimmer.” Trixie snapped off with venom.

“I… I never had any stallions do that to me! Just, you know… some kissing… sometimes…” Starlight squeaked out, not sure how the conversation had gotten so derailed. “W-why are you being so difficult? Can’t you just, y’know… take care of it?”

Trixie furiously replied without missing a beat. “Take care of it? Starlight… we’re 50 miles from the next town in the middle of a desert. So, unless some unmarried stallion with full balls just happens to wander past at one in the morning, I’m not taking care of anything!”

“Well… what would you do when this happened on your other roadshows? This can’t be the first time something like this has happened.” Starlight asked, exasperated.

Trixie suddenly lost her anger, blushing a bit. “I mean… usually I would pull out my, uh… well my COOLCO cooler… but... I didn’t pack it because I thought it would be a bit embarrassing with how packed in we are.” Trixie coughed slightly to catch her breath and reset herself. “Did you bring anything?”

Starlight shook her head. “No, I don’t even own a cooler anymore.”

“Really? What do you do when you… well… y’know…” Trixie asked.

“Well, actually…” Starlight hemmed and hawed for a moment, considering how to break this to her friend. “I guess it would be easiest to show you: plus, it may help alleviate your issue.”

“Huh?” Trixie asked, as she watched her friend’s horn begin to shimmer and glow powerfully.

“Q-quiet, Trix… it’s a tough spell… and a little embarrassing to cast… you are cool with this, right? You trust me, right?” Starlight asked, releasing the squinting, furrowed-brow look of concentration for a moment to look hopefully at her friend.

Trixie looked a bit nervous and flustered, but she was in such a state that she was ready to concede defeat. “W-well… if it worked for you when it came to quenching your heat… sure… I’ll try anything!”

Starlight’s horn sparkled with pink energy, before lancing out and striking Trixie’s belly with a powerful, concentrated beam of magic.

“Oomph!” Trixie grunted, the throbbing pulses of magical power slamming into her.

Starlight bit her lip as she pulled the beam downwards, below Trixie’s belly button, until it finally came to rest on the blue unicorn’s lower-belly, just above the ridge of her mons pubis. A final powerful surge streaked out from Starlight’s horn, thudding into Trixie’s body with a shuddering, cracking buzz.

“Oomph!” Trixie grunted out, like she’d been punched in the gut. “You… you could have warned me that it would hit like a brick!” She reached her hoof down to rub the spot on her belly where the beam had shot into her. “H-hey… Starlight… I don’t think y-you suppressed the heat… I actually feel… a bit w-warm…”

Starlight blew upwards from her lips, cooling off her still smoking horn. “I never said I was casting something to quench your heat… those spells don’t exist… I said I was casting something that helped me deal with my heat.”

“Oh… oh…. Ungh… it’s…. It’s burning…” Trixie groaned, leaning back on the hammock as just above her labia the skin of her lower belly began to quiver and twist, shifting and changing.

Both unicorns looked with wonder as the blue-furred skin swelled and bulged away from her body in three places. At first, three little spheres, which quickly began to expand, forming a set of three, marble-sized bumps arranged in a little triangle. With each beat of Trixie’s heart, the new growths continued to change and shift - the two lower points fattening and swelling larger and larger… at first becoming the size of ping-pong balls, then robin’s eggs… and finally settling on something the size of large chicken eggs. A moment later, they began to sag and fall out of her belly, though they were still constrained by Trixie’s blue skin. As they sank in their pouch of blue fur, they slid comfortably over top of Trixie’s dripping marehood… forming a perfect pair of stallion-like testicles.

Meanwhile, the upper bump had changed and shifted too. Unlike the other two, this one began to grow and change in a more oblong way… first becoming a small tic-tac shaped bulge, that grew into a mini-sausage sized protrusion, stretching under Trixie’s belly-skin up toward her bellybutton. It started to thicken and ‘pop’ out of Trixie’s groin with each passing moment, eventually becoming the size of a pencil, then a whiteboard marker. The skin overlapping the bulge thickened and tightened, making it stand out more prominently from the mare’s underside. Finally, once the hot-dog shaped growth finished extending, the skin around the tip of the object rippled and parted, forming a wrinkly ‘eye’ that had a clear opening… an orifice for Trixie’s new organ… she had just grown a flaccid penis.

The burning sensation finally subsided, and Trixie had a few breathless moments to look down at herself, and experience the cacophony of strange sensations assaulting her changed body… two heavy, sensitive balls rested comfortably against her sopping pussy, while a new tube stretched from her marehood to halfway to her bellybutton, with a strange little flap of foreskin at one end.

“S-starlight…” Trixie stuttered… her left hoof delicately reaching down and prodding the new appendages, making her shiver: yes, they were real! “Starlight… w-what did you do!?”

“Well… I learned this spell a while back… it makes… uh… relieving yourself a bit easier… and more interesting.”

Trixie sat up with a start. “W-what!? You grew me a cock… on purpose!?”

“Well, yeah… now you can just… well… y’know.”

“No. No I don’t know.” Trixie growled, her blush partially attributable to her embarrassment, and partially due to her anger.

“Oh c’mon… you just… well….” Starlight made a motion with her hoof, pumping it up and down in the air several times, stroking the space between the two of them. “Haven’t you ever given a stallion a hoof-job before?”

Trixie snorted and turned her nose up, “Certainly not! Any stallion who wishes to sleep with Trixie must understand that she will not be getting her hooves messy.”

“Oh… well… uh… you need to just, stroke it… with your hoof” Starlight stammered, her eyes tracing over the beautiful round orbs and slender penis of her friend.

Trixie reached down with her hoof, prodding awkwardly at her new sheath, bumping it far more than stroking it. “L-like this?” Trixie grunted, struggling. The show-mare smirked, impressed with herself that she’d coaxed the foreskin of her sheath to part, as her penis began the smallest vestiges of an erection.

“N-no… you want to uh… pet it more… no no, not like that!” Starlight attempted to instruct, getting closer and closer to her friend's feeble and fumbling attempts at male masturbation. “No… you want to pull the skin a bit… no not pull-pull… be soft with… argh! You know what? Let me show you!”

Trixie stopped pawing at herself and looked up at Starlight, whose face had become more and more flushed as she watched the erotic sight in front of her. A silent moment of tension passed between the two friends as both realized what Starlight had just asked.

“C-can… can I touch you?” Starlight whispered, her big eyes pouring into Trixie’s. The two friends had never been intimate. Sure, they were close friends and enjoyed each other’s company immensely. They’d shared their secrets and dreams, their hopes and fears. Together they'd exchanged hugs, ruffled each others’ manes playfully, consoled each other with gentle petting, and had always been there to lean on in tough times… but that was affection between two besties… not lovers.

‘Maybe this doesn’t count.’ Both mares told themselves. Maybe… this was Starlight helping out, showing Trixie how to do it better.

They both were telling themselves the same lie, as Starlight’s hooves began to move.

Trixie nodded to the question, as her friend’s hooves travelled the remaining few inches and pressed against her new, sensitive bits.

Starlight quickly manipulated Trixie’s shaft, the frog of her hoof carefully retracting the sheath covering Trixie’s cockhead, revealing the dark blue flare for the first time. Trixie bit her lip with restrained pleasure as the ring of sheath skin retracted around her stallionhead… but Starlight simply continued pumping, pulling the skin back further with each soft stroke. Trixie realized that it was not just her new cock being revealed, either… it felt like the shaft within was becoming fuller, throbbing and expanding stretching against itself in a sensation more akin to when her labia would fatten in arousal… causing the first part of her mottled blue-pink shaft to plop onto her belly, between her teats.

“Oh… f-fuck… St-star…”

Starlight’s eyes were pulled away from their intense focus on her best friend’s expanding cock to look up at her face, thrown back in pleasure. “Y-you like that, Trix?” Starlight brought her other hoof into the action, carefully cupping her friend’s balls as she continued to pump. “Feels different right? But good different…”

“Oh… oh… buck!” Trixie moaned, as something new stirred in her. Her cock… now more than semi-erect had a burning, rushing sensation rush up its very core, until it burst from the small slit nestled in her head.

Starlight grinned as a trifecta of splashes of pre-cum sloppily splattered up to Trixie’s mid-section. “H-huh… I guess some dicks generate a little more juice…” She whispered to herself, stunned at the much larger volume of pre-ejaculate than her own experiences, even as she pet her friend’s sopping belly to lather her hooves in Trixie’s natural lubricant.

Trixie’s cock was nearing its full size now, a proud eight inches of stallionflesh quivering and expanding as it strained to reach to her bellybutton, thickening and fattening to make her medial ring expand under Starlight’s motions.

“Mmm… wow Trix… very nice… take a look, open your eyes…” Starlight cooed, getting her friend to cease tilting her head straight back and look down at where the action was occurring.

Trixie glanced down at the fat cock, with a head as wide as large as one of her small teacups, atop a rigid, shivering shaft now stretching eight and a half inches from its inception point. A large ketchup-on-hot-dog like vein squiggled across the top, pulsing in time with her heart… a slick sheen of shiny juice coated the dick, burbling from its natural source: her rather large cockslit… her medial ring was a fat donut of meat, though not as impressive as the stiff ridge of sensitive flesh that was her flare’s ridge.

“I-is… th-that… r-really me?” Trixie asked breathlessly, almost unable to believe what she was seeing, despite the stream of sensation from the new organ.

“Mmmhmm…” Starlight purred, “I think you’re too thick for my hooves actually... “ Starlight grinned as she waggled an eyebrow and ignited her horn.

“Hunngh!” Trixie’s head was thrown back again as her mouth gaped in pleasure. Starlight was slowly and methodically pumping up and down the blue-pink shaft of her friend’s cock with a warm field of magical unicorn energy, while she used her free hooves to toy with Trixie’s balls and press against her winking marehood.

“F-f-fuck, Starlight!” Trixie’s head lashed from side to side, her hips quivering and pumping, as if she were thrusting into an invisible mare. “C-could… y-you…”

“Hmm?” Starlight teased, pausing her stroking to magically massage and squeeze her friend, “could I what?”

“K-k-kiss it?” Trixie asked breathlessly, flexing her pelvic floor muscles which made her cock bounce and bob in front of Starlight’s nose.

Starlight’s eyes turned back to the drooling blue cock slit in front of her, “I-I… I’ve n-never... “ her nostrils flared a little bit, taking in the scent of Trixie’s damp, sticky sex.

Could she really do this… with her best friend? Sure, she’d thought about it from time to time, idle fantasies which were quickly discarded as immature or irrelevant, little side-paths not meant to be truly explored, even mentally.

And yet, she really did like… love this mare. She loved each of Trixie’s little quirks, loved laughing with her, being close to her, hugging her. Maybe Starlight would love doing even MORE?

And… this was sort of her fault...

What had once been a sharp, blueberry indicator of her friend’s heat now had subtler, more complex tones interlaced in its chemical composition. An oaky, smoky, masculine smell… courtesy of her new equipment. It was enticing, wasn’t it?

Starlight leaned closer, the breath from her flaring nostrils washing over Trixie’s glistening cockhead. She began to close her eyes as she softly touched the end of her wet nose with the sticky stallionflesh.

‘Celestia, I want to taste it.’ Starlight’s mind raced, her lips parting and her tongue snaking out lapping up a dribble of pre-ejaculated from the sensitive glans of Trixie’s penis before tracing up to the drooling orifice.

“Ohhhh! Yessss….” Trixie moaned, involuntarily pushing her hips towards the new sensation of pleasure.

Starlight began to lick longer, harder, more passionately. The taste was strange: salty, tangy… but definitely not unpleasant. She needed more of it, inside her, needed to absorb the taste, the sensation! She drew her tongue under the throbbing flare’s ridge, adding a coat of her own saliva to the sheen of Trixie’s juices. Starlight tried leaning in, planting her lips over the burbling slit and starting to suckle, her butterfly kisses turning more into deep infant-on-mother’s-teat like sucks.

“F-fuck… St-starlight… s-somethings…” Trixie moaned, her lashing becoming more insistent now. The show mare reached down with her hooves, taking hold of the back of Starlight’s mane and trying to press her more firmly into her penis, her newly found masculine instincts wanting to bury as much of her cock in its source of pleasure.

“MNgghh!?” Starlight grunted, suddenly affronted with a mouthful of cock trying to be pressed into her lips. The only thing that saved her from having the whole thing forcefully thrust down her throat was her inability and inexperience, which cause the sensitive flaring cockhead to scrape against her teeth… making Trixie flinch and withdraw ever so slightly.

“S-starrrrr…. I’m… something is…. cominNGGGH!” Trixie moaned out. She felt something new. A tension deep in her gut like nothing she’d ever experienced before, even the most powerful of her orgasms. It was like a coiled spring was being twisted and warped in every direction, throbbing with pent-up energy… then suddenly, all at once… it released.

She felt her testicles suddenly pull up toward her new cock and her already ballooned cock head strain against its tight, constraining outer layer of skin as it throbbed even wider, making it tilt upward and an angle. Something hot raced from deep inside her belly, shooting with electric tingles right up through her fat cock, and erupting out of the head of her penis as a wave of overwhelming dopamine exploded through her nervous system in orgasmic fireworks.

“FUUUUUUCK!” She grunted, squeezing Starlight’s head tight in her pleasure-contractions as she came.

Starlight had Trixie’s cock half-wedged in her muzzle when it began to shoot, the flare aiming up at the roof of her gaping mouth. She felt four hot short splatters of Trixie’s stallion-cum spatter against the roof of her palette with enough force to spray droplets messily out the side of her mouth, before the blue-mare’s orgasmic ejaculations began to lengthen into more steady long ropes of batter.

“Fuuuuck…. Fuck…. Fuck…” Trixie grunted, through strained clenched teeth. Each invective was timed with one of her involuntarily shudders, which would send a new rope of cum flying from her new cock.

Starlight pulled back from the erupting volcano, copious amounts of overflowing seed spilling from the sides of her mouth - the portion of ejaculate that she had been unable to swallow due to Trixie’s surprising volume. But, even though the penis was free from her gullet, it continued to launch thick ribbons out in impressive arcs that landed wetly across Starlight’s face… in her mane… against her floofy chest… making her nose drip with sticky cream.

Starlight lost count after the fourteenth shot, but it was only a few seconds later that Trixie’s cursing grunts became contended mewls, and her bursting cum shots became beads of leftover batter, sliding down her still rock-hard, throbbing shaft in thick clumpy globules.

Trixie slid off the hammock, landing on the wooden floor supine, panting and gasping for air as she lay flat as a pancake, only her rigid member standing proudly in the air. Starlight giggled slightly at the ridiculousness of the situation, with the coursing globs of cum, it was almost like some absurd flagpole which had raised the white flag of surrender: showing that the spread-eagled mare had fully given up.

“Feel better, Trixie?” Starlight asked, pausing to lick her lips of the dripping foal-frosting that was trickling down her face.

“Hngghh...n-no….” Trixie grunted, lifting a hoof weakly from its spot on the floor.

Starlight frowned, igniting her horn once again to undo both hammocks. She skillfully dismounted from her suspended seat as she unlatched both hanging beds of fabric and rolled them up, moving them out of the way to clear the central area of the still somewhat cramped wagon. “What’s wrong, Trix?”

Trixie propped herself up onto her elbows, drawing every bit of her regathering strength to do so. She spoke through a messy, sweaty tuft of mane that had fallen across her face with exasperated groans. “I-I d-don’t know… that felt… huf… huf… amazing... like releasing a rubber band.... B-but…” Trixie’s eyes flashed downward toward her nether region. “My… uh… p-pussy is still aching… even worse then before… and…” Trixie blushed and looked to the side, trying to avert her gaze from Starlight, before whispering something under her breath.

Starlight trotted a bit closer to her exhausted friend, still laying on her back. “What was that Trixie? I didn’t hear you.”

“I-it’s embarrassing.”

“Trix. I just sucked your cock...”

“It’s j-just… my uh… cock is aching even harder now… it’s like this thing has a mind of its own! And w-well... “ Trixie blushed again, turning her head the other way so she couldn’t see Starlight’s face before once again muttering something.

“Trixie!” Starlight stamped a hoof. “Tell me!”

“OK! Fine… I can… smell you.” Trixie growled out, still refusing to meet Starlight’s eyes.

Starlight blushed, her cheeks puffing as she became awkwardly aware of her own plot. Her tail was halfway raised and she'd become dripping wet down below. The excitement of what she'd done to her friend was having a powerful effect on her.

“S-so? I can smell you too, y’know…” Starlight replied.

“Not like that… I can smell you.” Trixie grumbled. “Like the way I could smell Big Mac after a hard day’s work in the apple orchard in the springtime,” Trixie continued as she turned her blushing face away. The heat of her embarrassment continued up into her ears, betraying the blush she was trying to hide.. “I… my dick… it wants to f-fuck you…”

Starlight sat down, stunned. Her mind raced with a thousand thoughts. Everything seemed to be moving so fast. She knew that was really hard for Trixie to admit aloud, and her response had to be delicate. Precise. She knew this, yet no answer came to her. While agonizing over what to say, Starlight’s eyes lingered on the fat blue shaft of Trixie’s cock, still pulsing in the air of the wagon. She hadn't planned any of this. Yet the truth of it was as thrilling as it was frightening: they'd become romantically entwined.. Is this what she really wanted?

Starlight looked up at her best friend, the one she loved so much. The plucky showmare was blushing cutely while making a point of grumpily looking away from her… doing everything she could to keep her pride, even as she panted with lust-exhaustion and asked to be physically one with her.

“D-do… do you want to go all the way with me, Trixie?”

Starlight wouldn’t have thought it possible for her friend’s face to go any redder… but a flourish of deepening crimson proved her wrong. The poor mare's prideful fluster stilled her tongue, and she could only nod in answer to Starlight's offer.

Brimming with joy at her friend's consent, Starlight laughed internally at just how adorable Trixie was when caught in such impossible situations against the tyranny of her ego… ‘Hell yes I want this.’ Starlight admitted to herself.

Trixie was still trying to focus on a point on the wagon wall as she heard Starlight’s hooves moving softly on the hardwood of the floor. She wasn’t sure what was worse: this damned heat… or the embarrassing confession of her feelings for her best friend. The burning in her pussy, balls and cock was about on par with the burning in her cheeks.

“Trixie.” Starlight called from below her. “Trixie look down at me, I want you to see this.”

Trixie turned her head to look down her supine body, and watch she saw was absolutely stunning.

Starlight was straddling her hips with her rear-legs, one hoof on either side of her pelvic region… while her arms rested between Trixie’s spread-eagled legs, leaving her hovering in front of and above Trixie’s erect cock.

In this ‘reverse cowgirl’ position, Starlight had a chance to show off some of her best assets. The unicorn’s plump ass-flanks framed her amazing plot. Trixie’s mouth fell open slightly at the sight of Starlight’s purple tail lifted high up in the air, her dock flagging stiffly to reveal her best friend’s tight, plump ponut… and the treasure beneath.

Slick lips of dark purple, blood-engorged mare-flesh pressed against one another firmly, making a set of pursed cuntfolds, connected at one point by a gossamer strand of Starlight Glimmer’s sticky marecum. Nearer to the bottom of the lips, they parted slightly, revealing a hot-pink boiling interior, which made Trixie’s cock snap to an even more rigid position of attention. The lips were parting because Starlight’s clitoris, a fat lovebud of aroused pleasure, was peeking out, quivering and sliding in a quest for attention.

This mare was ready.

“Oh… S-starlight…”

Starlight looked over her left shoulder, one of her eye’s meeting Trixie’s, betraying the smoldering lust within. She was wearing a playful grin, which became even more playful as she bit her lip and ignited her horn to grasp her best friend’s new cock, and carefully guide it toward her plot.

Both mare’s quivered and let out pleased gasps as their hot flesh touched for the first time, the underside of Trixie’s sensitive glans pressing against the smooth patch of skin between Starlight’s cunt and tailhole. A momentary adjustment of Starlight’s magic, and Trixie watched with groaning wonder as her new penis slipped downwards, pressing against the top of Starlight’s folds, piercing into her body. Trixie’s hips raised off the ground instinctively.

The resistance she felt was immediate, like trying to push a carrot into a mare’s lips that were clenched shut - Starlight’s strong and tight cunt was having trouble admitting her girth.

“B-buck… you’ve got a fat cock, Trix… y’know that?” Starlight grunted through clenched teeth, before she started to let more weight rest on her hind legs, sitting back with her plump bottom into Trixie’s groin, impaling herself on the mottled blue-pink shaft.

“Ohh…. buuuuuuck….” Starlight hissed out, as Trixie’s hot, fat head popped into her marehood and began spreading her insides out, plumbing her depths. It had been a while since she’d had sex… and this was making her feel like a high-school filly again, a strange mixture of burning pressure and pleasure as her best friend throbbed inch after inch into her.

Halfway down Trixie’s thick shaft, Starlight felt the larger medial ring jam against her clenching inner tunnel, jamming the whole of her pussy up and smushing it against her ponut. She felt a pair of hooves push into her plump flanks, massaging them in and out with varying intensity, increasing and decreasing the pressure on the penetrating cock shaft.

“Y-you’re so… beautiful…” Trixie whispered, through grunting groans.

Starlight giggled slightly, still looking over her shoulder at her intimate friend. “You’re beautiful too Trixie… and…” Starlight wiggled her plot slightly, grinding and shifting her internal love tunnel with a purposeful waggle of her hips, “...you feel amazing… I’m… I’m going to move now.”

Trixie nodded silently.

Starlight turned her head forward, grimacing in focus as she began to take weight back off her powerful hips, slowly sliding up Trixie’s shaft as she stood up. The tightness of her pussy and the thickness of Trixie’s cock meant that the action merely ‘stretched’ Trixie’s cock at first… before it began to slowly slip out.

Trixie mewled, torn between the feel of less of her organ being buried in twistingly tight unicorn-snatch… and the impossible feel of Starlight’s velvet tightness drawing along the entirety of the cock still stuffed in her. She watched, drooling slightly at the sight of her friend’s pussy swelling and spreading as her fat flare approached the cuntlips from deep inside Starlight, plumbing out a small trickle of their combined sticky juices.

Then, just before her head could pop out of its perfectly snug confines, Trixie heard Starlight give a contented groan and begin to sink back down, reversing her direction and letting the inches she’d just removed begin to slide back into her until she once again reached Trixie’s medial ring, which refused to be so easily crammed into Starlight’s tight slit, instead pushing the whole of the pastel-pink plot up against the underside of the quivering ponut.

“B-buck!” Starlight whispered, as her pace began to pick up, sweat starting to build up on her forehead and in her fur. Trixie was definitely the thickest cock she’d ever taken, and she’d never felt so… full before. The pink pony suddenly tilted her head upwards as a shock of electricity lanced through her body, starting in her loins and spreading out like little fingers of tree-branches to each of her extremities. Her clit winked in and out her marehood, bumping excitingly over the fat medial ring it was grinding against.

“T-t... Trixie!” Starlight groaned out as she came on her friend’s dick, still managing to pump up and down on the shaft, clenching tightly with her hooves on her friend’s thighs. She felt a release of gushing liquid she didn’t even know she was holding back, splattering with obscene squelches as she covered her best friend’s balls with her orgasmic juices.

Trixie’s nostrils flared as the wagon filled with the smell of Starlight’s culmination. She grunted with the sudden erratic and chaotic convulsions of powerful inner muscles throbbing and milking her cock. She had just made her best friend cum… from her dick! An absurd feeling of pride filled her chest, and she shifted her hooves to Starlight’s hips as they continued to fly up and down in a desperate pace… and she began to pull down and thrust upwards, slamming with her strength into her friend’s pussy.

“Unfgghh…. Tr-... huff… Trixie!” Starlight moaned, her head throwing back again in wild passion at the feel of her friend trying to stuff her thick cock deeper into her body. “Y-y... yes!”

Trixie moaned, clenching and humping harder, willing the squelching cunt racing up and down her cock to take more of her shaft, using all her muscles to slam against the poor, tight little pussy… trying to get it to accept her ring and remaining fat base… and then… it did…

With one particularly powerful thrust, Starlight’s marehood finally gave up, straining and stretching over the fat bulge, instantly sliding all the way down to the base of Trixie’s cock with a wet *SPLAT* as their bodies joined together completely in the puddle of juices that had pooled on Trixie’s groin.

“OH SH-SHIT!” Starlight moaned. “I’m cumming AGAAAAIIIN!” She squealed, no longer pumping, only able to hold herself in place against Trixie, her body limply letting all its weight rest on her… her eyes rolled and her tongue lolled out: the only muscles firing in the mare’s body were in her powerful vagina, as it spasmed and milked the fat blue penis lodged all the way against her womb.

“F-fuck!” Trixie groaned as well, leaning up as she yanked down with all her strength, feeling something inside her boiling up again. “...so am I! Sssssstaaaaarliiiiiight!”

Trixie felt her flare expand and bulge inside Starlight’s tight cunt, bulging out her lowery belly as it stiffened and tilted, preparing to deposit its long-awaited load… before it exploded.

Thick splotches of batter spurted in rapid succession from Trixie’s cockslit, pouring into the womb that was being mashed against it in a well-timed set of orgasmic, convulsive, kisses. Each ejaculation came with a desperate thrust from Trixie, as she followed the biological imperative tied to her new organ: inseminate.

Thick streams poured into Starlight’s uterus, sloshing into her as Trixie emptied her heavy balls once again. Starlight’s mind recovered enough from its powerful orgasm to sense the feeling of warm expansion filling her, completing her. One of her shaking hooves came to her belly, as she felt it growing ever so slightly under the internal pressure of a totally cum-stuffed cunt.

“Oh Trixie,” Starlight breathed, unsure if her still grunting, thrusting friend could hear her. “You’re filling me…”

Starlight felt Trixie’s hooves slide weakly off her hips, slumping to the ground, heard the wet thud as Trixie’s sweating body impacted with the floor… and felt her friend’s cock finally begin to slow its ejaculations to a trickle inside her. Almost immediately, the rigid pole that she had been embedded on melting away, shrinking and withdrawing from Starlight’s body as Trixie’s new penis softened and shrank.

“Trix… Trix!” Starlight called to her friend, who was still gasping and shuddering, “look Trix… you don’t wanna miss this…”

Trixie struggled to lift her head up, glancing down her chest at the perfect pony plot resting on her belly, the purple tail swishing happily… and the sticky messy union of their bodies, which already had a small burble of white cum escaping from where Starlight’s lips couldn’t squeeze tightly enough to her shrinking cock.

Trixie’s eyes went wide with wonder as her cock finally sprang free with a nasty, obscene *POP8 followed by a gushing waterfall of her cum spilling down over her sheath, pouring over her belly and off the sides of her hips and over her marehood in secondary cascades as what must have been a whole gallon of her batter continued to pour from the top of Starlight’s cunt.

Underneath the thick white coat of ejaculate, her new penis continued to shrink and shrink, as her balls retracted to meet the now tiny sheathed sausage… before all three organs disappeared entirely under the large puddle of cum… vanishing entirely.

Trixie smiled goofily up at her friend, who smiled fondly back, before rolling off her friend exhaustedly, through one of the puddles of cum, straining to twist around and flop onto her back next to her friend with a contented sigh.

“Starlight…?’

“Yes, Trix?”

“I… lo-...uh… thanks.”

“I love you too, Trixie.”

Trixie smiled and reached one of her fore-hooves over to squeeze one Starlight’s. This was a great road trip.

A moment later, this perfect harmony was shattered.

Trixie’s face went from a lazy, groggy smile, to one of screwed up frustration and concentration, her dripping, soaked butt lifted off the wooden wagon floor as a powerful wink roiled through her… and her angry and ignored marehood made itself known once again.

“Ughhh…. Oh Celestia, Starlight…” Trixie moaned, having clenched her friend’s hoof throughout the convulsion. “It… it didn’t work… if anything I’m feeling more desperate!”

“What?” Starlight asked, an eyebrow raised. “How the hay are you not sated yet? A single hoofjob always works for me!”

“Well it didn’t work for me, Starlight!” Trixie snarled, “Ugh, it’s like all that burning need to fill something has been replaced with a need to be filled!” Trixie shut her eyes in frustration, rocking her hips pitifully back and forth in the mess of the floor.

Starlight looked over at her friend with concern, feeling the shared pain that most mares have experienced: of a desperate, unquenchable heat, which can only be relieved with the most primal of antidotes.

“W-well Trixie… I do still have that spell…”

“We JUST… unghhh…. Tried that!” Trixie gasped, another wink wracking her.

Starlight shook her head… “No Trix… I’ll cast it on myself.”

Trixie stopped writhing, as she realized what Starlight was offering. She turned her head to look at her friend, as she thought about what they had just done… the organ that her body was craving… and the image of her friend wielding what her pussy desired more than anything else in the world. She blushed slightly, ashamed at how hot her desire was burning… then whispered one word.

“Yes.”

Author's Note

Oooh! (Insert Robloxdeath.mp3 here)

I just love these two and how this is turning out. Trixie took damn good care of Starlight, she really didn't do half bad for her first time acting the stallion!

Now some of you may be thinking: but Clops, an 8ish inch pony-dick? What happened to the low swinging biggoldiks we're used to from you!?

Patience.