Big Mac was determined.

His little sister had asked him to investigate the strange building that now loomed above him, and so far, he had let her down.

In a number of visits spread out across two weeks, he had learned nothing, and Applejack had been getting more and more anxious with each passing night.

His recollection of those excursions, really more hazy inclinations than full memories, were of little use. Applejack had practically begged for his help; she was certain that something was going on, but each time he returned home he had little useful to tell her, and was less sure of what little he did, his only enduring impression being the need to return to learn more.

Tonight would be different.

He stretched as he stood in line, the closest things he had to ‘nice’ clothes rarely saw the light of day and were now straining against limbs and muscles that had grown significantly in the years that had passed since he last wore them. The soreness of a hours spent tending the land was still with him, an unfortunate reminder that despite his long days work, his night was only just beginning.

As the procession slowly made its way forward Mac knew that he had to do better. When he finally reached the now increasingly familiar metal doorway, he was gripped by certainty that tonight he would return to Applejack with the information that she needed. He was resolute, his goal was singular, his purpose was clear, tonight he would get to the bottom of this, no matter what happened he would-.

“Mackie! You’re back!”

Scarcely having crossed the threshold, his senses having just barely begun to adjust to the sudden influx of light and sound, he was already overwhelmed. A velvet hand had wrapped itself around his, pulling him aside, and without fully understanding why, he was going along. His captor wasn’t bigger than him, she certainly wasn’t stronger, but from the moment he heard her voice and felt her touch, he was utterly powerless to resist.

When his keeper finally stopped Mac recognized her instantly, Starlight Glimmer was stood in front of him, an excited mien radiating from her as she stared up in his direction.

“Um-.”

“Lookie what I got!” There was hardly time for Mac to speak as Starlight started to twirl in place, her body clad almost entirely in skin-tight, gossamer thin fabric, a few strategically cut holes exposing her dark flesh to open air but otherwise clinging elegantly from her neck to her toes.

The sheer, cerulean material left little to the imagination, putting every millimetre of her mostly average proportions on display, save for the one area in which even imagination would have proven utterly inadequate. One particularly gaping hole revealed a pair of spectacular breasts, large by anyone’s standards, but certainly when compared to Starlight’s otherwise modest figure. A pair of heart shaped pasties sat like lifeboats in a veritable ocean of supple flesh, rising and falling with the waves of her breathing, the sole, lonely cover keeping them from being exposed to the open air in their entirety.

She finished her rotation somewhat off balance, certain parts of her carrying more momentum that the rest, but her point was no less effective for her lack of grace.

“You likey?”

Mac swallowed hard. “Uh…y - yup.”

“Hee hee, I knew you would!” The ostensible magician pressed close against him, warmth radiating through his dress shirt as her soft mounds gave way against his rigid stomach.

“C’mon Mackie, let’s go somewhere a little more private.” He felt her hand on his again, and without a moments hesitation he was once again following. The same passive, weightlessness suffused his body as he walked, the colossus of a man feeling more like a balloon on a string, captive to the whims of the woman to whom he was tethered.

It was only with considerable effort that the farmhand managed to tear his gaze from his lead, his eyes practically glued to the sway of her hips as she skipped and flounced ahead, teal and lilac curls springing to life with every step. It was with even greater difficulty that he struggled to determine why he would even want to. The striking blue fabric that put her every immodest detail on full display, hugging to her pert ass, offsetting the sable tones of her thighs, conforming to her every muscle and curve as she went, was transfixing. Still, for whatever reason he persisted, even as he was drawn deeper and deeper, unable to fight the need to see more, of the semi-familiar territory.

He directed his gaze leftward, immediately taking notice of a familiar face among a throng of strangers. Cheerilee, it seemed, was carrying a tray in either hand, each one littered with an assortment of drinks, held remarkably stable as she navigated her dimmed surroundings. A ruby-red corset cinched her generous figure, forcing her breasts into prominence, accompanied by pairs of similarly vibrant bottoms and heels and a set of bunny ears, all tied together by a beaming smile that never seemed to waver.

She paused as she passed by each table, delivering a glass along with an exaggerated display of affection. Mac watched with no shortage of fascination as the well-padded teacher went from customer to customer, planting long slow kisses on cheeks and taking the occasional seat on waiting laps. Each time she departed, it was with a growing sum of cash, deposited by hand into the crevasse of her cleavage, and often preceding a slap on her robust rear.

To his right, things were less concrete.

Through tiny gaps in a crowd, he could just barely see traces of Lyra and BonBon, putting on a show in a sunken grotto to rapturous chorus of hoots and hollers. Occasional squeals of ecstasy pierced the air like lightning, before the vacuum filled with thunderous approval, informing Mac that he was likely missing out on something rather impressive.

In both cases, Mac was left feeling slightly uneasy, his mind equal parts enraptured and off put by sights that, for whatever reason, left him conflicted. Still, these thoughts were not with him for very long. Soon his attention was once again upon the woman ahead of him, stopping just in front of secluded booth, not hidden entirely, but far enough away from prying eyes to afford them a modicum of privacy.

Within a moment of arriving Mac already found himself being ushered into the tiny room and planted down upon a plush couch while his guide remained standing. A sickly aura sputtered to life and took hold of a bottle on a nearby table, struggling to lift the modest weight, but eventually managing to pour it into its attendant glass. The dingy glow next floated the tumbler, shaking like a leaf, into Mac’s grasp, the pathetic display sending a tingle up his spine that he did his best to ignore.

“I’ll be right back.” She purred, spinning on her heel and turning away, but stopping after only a few steps forward. “Whopsie, almost forgot!”

Mac watched her return, engrossed by the more than slight jiggle that accompanied her every hop, skip, and jump. Her approach didn’t end at the seat’s edge, joining him on the couch, dipping low as she went, until she was as close to Mac as the seat would permit. He felt her hand caress the back of his neck, idle fingers playing with messy locks of short orange hair.

“I showed you what I had for you, but do you have something special for me?”

Her eyes were upon him, he could feel it, but wouldn’t meet her gaze. She was close now, so close he could see the intricate patterns in the lace of her outfit, inhale the faint scent of vanilla that stuck to her skin, but of course these were fairly minor details. Her newfound proximity put Mac face to ‘face’ with the objects of his affection, close enough to now make out flecks of body glitter, like tiny stars against the night sky, gently swaying back and forth, twinkling in the soft light. He was almost unaware of his own hand, rummaging through his pockets while the rest of him was paralyzed, finally emerging with a wad of bills, to Starlight’s evident delight.

“Wheee!” She squealed, wrapping herself around him, forcing his face forward and nearly suffocating him, not that he felt any need to complain. “Wowie! They’re gonna’ be so impressed, some of these numbers are even higher than I can count!”

When Mac finally forced her off of himself it was with no shortage of resentment, his lungs having thoroughly betrayed him by demanding his escape, but this feeling was short lived. A long, drawn out kiss came shorty after, one final token of appreciation as Starlight once again began to pull away.

“I’ll be back soon! Just wait right here Mackie.” She said, clutching to the wad of cash with an air of almost religious devotion, a spring to her step as she disappeared into the darkness.

In Starlight’s absence Mac found his thoughts coming into focus, aware once again of minor aches and pains, but also of surroundings that, when his attention was on his erstwhile companion, all but faded from existence.

His eyes roamed around the dimly lit club, taking sips of what he now knew to be cider as he scanned the environment, eventually taking notice of DJ PON3. The electric blue of her hair, and the contrast it set with her pale white skin proved distinctive even in an environment rife with diversions. Her hands were planted on a pair of turntables, not an even remotely unusual sight on its own, but what was more captivating was what hung a few metres in front of her.

Suspended in a cage in front of the expert DJ was Octavia Melody, wearing nothing but a series of glow rings and a few patches of incandescent paint, dancing like a woman possessed to the arrhythmic highs and lows of her roommate’s melody.

Seeing Octavia dance wasn’t strange on its own, for all her pretension and condescension she was a magnificent ballerina in addition to a musician, everyone in town had taken the time to see her at least once, but this wasn’t ballet. Relics of her prior performances, her usual grace and poise were still clearly present, but they were only a fraction of what Mac was seeing. The raven-haired woman shivered and shook, hands running along her body, legs spreading wide as she went lower, flicking her head forward and drawing upward again before twisting and turning in her limited space.

The albino DJ for her part appeared to be enjoying the influence she had over her dancer, peppering the song with scratches and drops, a look of abject delight on her face as violent swings in tempo and rhythm sent the normally prim and proper cellist sweeping across her enclosure, trails of livid light tracing after her long limbs and svelte form, painting the air with neon colour.

Like a puppet on invisible strings she matched every note flawlessly despite her conductor’s obvious efforts to stymie her performance. Abrupt stops in the music occasionally left Octavia stranded, frozen in place, with Mac half expecting the dancer to fall, to wobble, to show any sign of difficulty, but she didn’t. For what seemed like an excruciatingly long pause Octavia was left perched upon her toes, the only sign of life being the rapid rise and fall of her perky chest, until, once again, without warning, the music began anew, and she resumed her performance as if nothing had happened

Despite the beguiling display in front of him, Mac found his mind wandering elsewhere, an oddity in itself, as, with Starlight’s brief departure, he found himself free to think for the first time since he had arrived.

He had never been all that close to Starlight, certainly not as close as he was with Applejack’s other friends. She was confident, she was pretty, and she was absolutely brilliant, and as awkward as it was to admit, he actually found her more than a little intimidating.

He watched Octavia strike a particularly provocative posture, folding forward, hands running up her legs, the luminescent colours mixing and mingling as sweat and arousal sent them running along her skin, still his thoughts remained elsewhere.

Starlight was just easier to be around when he was here. There was just something about her, a sort of quiet intensity that left Mac a little on edge.

It wasn’t her fault of course, but whether it was at one of Pinkie’s parties, or just crossing paths in town, there was always the sense that she knew more than she let on. Her eyes were radiant, windows into a mind that appeared to never really stop, seeming to scrutinize everything and everyone laid before them, even in the most idle of conversations, examining rather than merely looking in a way that was imperceptibly daunting.

Here she was different.

Just being around her was relaxing, even sitting here thinking about her left his mind feeling out of sorts. He felt there was something he supposed to be doing, something important he was supposed to be focused on, but every moment he was here, thinking about her it got harder to-

“Whatcha’ looking at?” Mac practically leapt out of his skin, Starlight’s reappearance taking him forcibly out of his preoccupation. “Should I ask her to take a break? I bet she’d love to join us.”

“Oh, uh, n-nope, you’re all I need.” He replied, hints of curiosity and regret tinging his words before they were even fully spoken. “I was just thinkin’ I might’a forgotten’ somethin’ is all.”

Starlight moved closer, joining him on the couch before taking a more permanent seat facing him, straddling his muscular thigh, her presence drawing his attention immediately and unshakably downward , her hand guiding the glass in his to his lips, which he obligingly drained.

“Don’t worry about it, I forget stuff all the time.”

Mac’s focus flickered back to life. He had never known Starlight to ‘forget’ anything. A certain amount of clarity, briefly suppressed, was beginning to take hold of him, disparate notions and memories suddenly clicking together.

“You don’t…” He began to push her backward, he needed space. “You’re not…” Applejack’s friend was on his lap; she was practically naked. “This is wrong.”

Starlight’s expression turned to one of incomprehension, a look that appeared entirely alien on her and that further fueled Mac’s desire to leave.

“You’re not – not like this. You’re not Starlight.”

Her expression turned even more quizzical. “I’m not?” She asked, quirking an eyebrow. “Then who am I?”

Mac tried to force himself upright, but struggled, Starlight’s hands pressed against him, pushing him back against the couch, and despite no uncertain disparity in strength he found himself giving way.

“Doesn’t Starlight have nice smooth skin like this?” Her hands trailed along the opaque blue fabric that ran the length of her arms. “Or silky hair like this?” She asked running fingers through ringlets that shimmered with even the faintest exposure to light. “Or big round boobies like these?” Finally, she folded her arms along her torso cradling her chest upward, pressing her upper arms together in a posture for which ‘presenting’ was the only appropriate description.

“Starlight isn’t stupid.” He managed to force out, still held back by Starlight’s own meagre efforts to restrain him.

“I’m not stupid!” she replied without even the faintest hint of offense. “I’m just happy!”

She began to bounce in apparent excitement along her seat on Mac’s leg, her folded arms supporting her ample chest as it went along with her.

“Everything is so easy, I make tonnes of friends, I make people happy, and everybody is super nice to me now! What’s stupid about that?”

He struggled to rise again, but his minder simply leaned in closer, cutting him off before he could even start.

“You work hard don’t you Mackie?” He did work hard. "I bet you feel tired from working all the time" He was reminded of the dull twinge in his lower back, his aching shoulders and the soreness in his neck.

"It's the same way for me, always having to think about everything, never getting to stop, for even a second." She was still dancing in place. “Don’t you wanna be happy like me Mackie?” He did, so badly.

“You don’t haft’a worry about me, I’m just a big titty bimbo, here to make you happy, I feel good when you feel good, so just enjoy yourself.”

“But I… I think – I forgot-.”

“Shhhhh.” A hazy tone overtook her previous bubbly lilt, her words briefly recited rather than spoken. “If you forgot it, it can’t have been that important right Mackie?”

“Couldn’t’a bin’ important.” He finally agreed, his brief flirt with coherent thought now becoming a distant memory.

Her hand worked its way under his shirt, he felt her soft touch along his toned stomach, tracing lines up and down the crease of his abs. “So what would make my special-est friend happy today?” Her head was next to his now, warm breath whispering into his ear in soft sultry tones. “The usual?”

There was still a momentary break, a brief flash of awareness, and the idea that whatever was happening in this instant, with Applejack’s friend, it shouldn’t be. Starlight however, seemed to suffer no such conflict, slithering her way from her previous seat on his lap down to the floor and propping herself up on her knees, having apparently taken his silence for ascent.

With little more than a crook of her finger she brought the behemoth to his feet, a sputter of weak magic taking hold of his belt, fumbling with the buckle but eventually managing to undo it. Tender, delicate hands drew his pants downward before she moved towards her ultimate goal, taking the waistband of his boxers in her teeth and finally stripping them away, with Mac’s excitement quickly becoming obvious.

His cock didn’t so much come out as escape. Freed from its restraint it burst forth, erect and eager, standing straight before falling forward slightly and resting briefly against Starlight’s face.

There were vague impressions in his mind of the first time they had done this, a recollection of Starlight staring moon-eyed at a member whose substantial endowment in many ways mirrored her own. Even now, with the sudden break in her rhythm, the brief pause between unsheathing his manhood and making use of it, told Mac that she still wasn’t entirely over it, though she wasn’t held back for very long.

With a flick of her wrist she sent him falling back toward the couch, leaving him easy prey for a Starlight now ravenous in appearance. The bottle that had sat undisturbed on the table behind her once again came to life, shambling toward her and inverting. A waterfall of sparkling yellow cider poured over her chest, seeping into the yawning chasm of her cleavage, and spreading over them as her free hands massaged the liquid along their endless surface.

Mac could see from his seat that the drink was still cold, made obvious by the pasties now significantly less securely fixed as the nipples underneath them appeared to stiffen and strain against their already inadequate covering.

He soon felt the full weight of her breasts upon him, the sudden chill sending a sudden shock to his system, before being overtaken by their comforting warmth. His cock was now smothered between two heavenly supple pillows, with its head only barely managing to protrude out from between them.

“You really like my big boobies don’t’cha Mackie?”

The tip of her tongue meet the tip of his cock and he knew immediately that an answer was unnecessary. She began in earnest, bobbing up and down, breasts spilling out of hands totally ill-suited to contain them, let alone hold them in place. She offered him no respite, his dick either sandwiched between her breasts or embraced by her pillowey lips.

Looking down at her eager work his eyes met hers, occasionally obscured by purple and turquoise tresses, but they were unmistakable. These weren’t the eyes that had unnerved him so many times before, the inquisitive lustre, the shimmering brilliance was gone, instead they were worshipful, alight only with desire and affection, but otherwise dim and hollow. She brushed back a long lavender curl and winked at him before plunging downward on his rod, taking in a sizable portion but falling short of fully absorbing his enormous length, but she made clear she was determined to keep trying.

His notions about her eyes and her personality were becoming increasingly distant, an encroaching fog, a stupor that seemed to swallow ideas, never to be seen again, took ever greater portions of his concentration with each stroke of Starlight’s massive tits. It seemed more and more that ‘thoughts’ were no longer with him at all, all that remained were sensory impressions, the feeling of sweat, cider and saliva lubricating the abyss of Starlight’s embrace, the significant weight of her chest on his lap a constant reminder of her persistence. His cock quivered and twitched against the marshmallow walls of its prison, the lips of its warden wrapped tightly around it.

Whatever trepidation remained with him left in a jet of spunk, more eruption than orgasm, a few spurts escaping from the deep fissure of Starlight’s cleavage and painting her face, a sudden, and by appearance, welcome compliment to her now joyous expression. Pulling back, Starlight’s mounds were now likewise coated, white fluid forming the snow-caps to her enormous mountain peaks.

He watched as she rose to her feet, the white dribble streaking down and mingling with the bright blue of her outfit. With a free hand she hefted one enormous breast, the other hand running itself up its flawless surface, collecting cum as it went before taking it into her mouth. Her smile grew wider as her finger entered her mouth. “You always taste so sweet! Like extra thick applesauce! That’s why you’re my favourite sweetie.” She giggled and drew closer. “Wowie! And it looks like somebody is still raring to go too!”

She was right, Mac was still hard, he felt her finger run playfully along his still rigid shaft. “Don’t worry though, I’ll take care of everything.” She leaned forward, once again close enough to his member that he could feel every excited breath, aching for her to close the minuscule distance that separated them. “But not here silly.”

With that, she was upright again, a beckoning look proving more than adequate to have Mac follow suit. “This way Mackie.” He had no thoughts to spare for where she was going, for the fact that he was half naked and turgid as he went along with her, for anything at all, her words simply echoing in the cavernous emptiness of his mind.

He would follow her anywhere.

He chased after her like a dog on a leash, each of his own strides equaling three of hers, but always remaining a step behind as they ventured through one final door and into a truly impenetrable darkness.

Mac soon found himself further into the back, deep enough for the music to disappear almost entirely, in a dark room with a single chair to which his guide directed him to sit. Without a word Starlight joined him, propped up on her knees, holding just above him, hands now on his shoulders, the warmth of her chest now upon his face as she straddled over his exposed waist. He felt her drift lower onto him, slowly, her slit growing tantalizing close to his member.

Then she stopped.

She was poised, centimetres above him, balancing herself precariously, but consistently away from him. Any ideas that remained, more instincts than real decisions were fixed entirely on anticipation, an unquenchable need for Starlight to move just that little bit lower, but an utter inability to conceive of raising himself up to meet her without instruction.

In that moment of expectancy, a harsh light flooded in from behind Starlight, the sudden onslaught all but blinding Mac, but going far further. The brief but stunning illumination banished any shadow of remaining thoughts from his mind. In the brief moment it seared Starlight’s spectacular silhouette into his eyes, a pair of significantly less impressive outlines were also illuminated by the flash, but Mac was in no state of mind to pay them even the faintest bit of attention.

Out of the returned darkness came Starlight’s voice, its cadence scripted and monotonous rather than bubbly and spontaneous. Mac could faintly hear another voice preceding her own, the same words, spoken deeper before being parroted by the woman who now hovered mere millimetres above him. It didn’t really matter though, Starlight was all he could think about, her words were the ones that moved his whole world, when she spoke, she was all he could hear.

“You wouldn’t lie to me would you Mackie?”

Her hands had left his shoulders now, taking his into them and guiding them up to her hips where they gladly took hold.

“Wouldn’t lie to you…”

With his answer Mac felt Starlight finally plunge downward, taking him into herself fully, a reward for his honesty, a reminder of awaited further obedience. She began to rise again, a quaver to her voice now, still devoid of any real emotion, but a clear response to a new sensation.

“Have you told your sister anything Mackie?”

“N – nope.”

Another flash, a long, slow, dive downward, her weight fully upon him, a drawn-out moan passing from her lips as he felt her nails dig into him to keep her balance, his own hands taking tighter hold, fingers sinking through the thin fabric and into her modest waist as the room around him once again faded from view.

“Did you forget like I asked you to Mackie?”

“Forget everything…yup.”

“You’re such a good boy Mackie.” A bit of relief came when her hand separated from his shoulder, he had almost forgotten about the nails that had been burrowing their way into his tanned flesh, any pain or discomfort having been subsumed by more pressing sensations. “I’m so glad that you did that for me.”

He felt her shiver as her free hand peeled off the pasties that had so poorly covered her immense gifts over the course of the night. She was no longer waiting for answers, moving up and down the length of his cock in steady, measured motions, her breasts bouncing and jiggling with each and every drop.

“You’d do anything for me wouldn’t you Mackie?”

Another burst of radiance left his eyes unseeing.

“Y – yup.”

Her hand was on the back of his neck now, gently stroking even as her thrusts became more intense, the pitch of her voice rising and falling with her body, even as her tone remained steady and robotic. She guided him forward, pressing him against her chest, his lips taking hold of a round, rigid nub and beginning to lick and suck.

“Then here’s what I need you to do…”

Author's Note

1) Market Research:
FoalCon, Yah or Nah?
https://linkto.run/p/09RUJQ0O

2) Thanks to SageBrony07 for helping me out with some ideas for this chapter

3) Life is kinda kicking my ass as I lurch from one all-consuming commitment to another, sorry for the wait, hopefully the next chapter will be done more quickly

4) Hope I did the bimbo thing right, its not an area i'm super familiar with

5) How bout that finale eh?! (this was supposed to be done weeks before it aired :'()

6) The usual: suggestions, comments, etc.

7) Fun Fact: I listened to Suddenly Seymour well over 100 times while writing this, so there might be shades of Little Shop buried in this chapter