CONTENT WARNING: GIGANTIC BREASTS; LACTATION; COCK EXPANSION; GIANT COCK

“Hoot.”

“…”

“Hoot.”

“…”

“Hoot.”

“Alright, alright. I’m up,” Spike grumbled as he sat up in the bed. He yawned and clicked his back into place. Turning to his right, Spike spotted an owl perched on the side table. “Well, that’s different.”

“Hoot.” The owl ruffled its feathers and flew off through an open window.

“Nice to meet you too,” Spike stood up and grabbed his clothes off the floor. “This is turning into a trend.” He turned to the bed to find Twilight still asleep.

Spike slipped his clothes on and took a moment to sniff them. “Phew, gonna have to wash these, soon.”

“Mmm, don’t put the chocolate in the cheese, it’ll go bad,” Twilight murmured in her sleep. Spike chuckled and moved to her side. He brushed hair out of her face and rubbed a thumb across her cheek.

(GrrrooOOOoowwlll)

“Welp, I guess some food would be nice,” Spike answered his talking stomach. “Twilight did say someone called ‘Pinkie’ was going to make something for me.”

With that in mind, Spike moved to the door and stepped outside. He descended the winding staircase that led to Twilight’s room and paused for a moment. Spike had temporarily forgotten that the manor he was in was a giant labyrinth. The layout was a mystery and with one wrong turn he could end up lost forever.

(GrrrooOOOoowwlll)

“No use waiting around for someone to hold my hand,” he muttered to himself. “Let’s try the right.”

Spike flung himself into the twisting halls of Everfree Manor. Left, right, left, left, down a long hallway. After ten minutes of walking, Spike was nowhere closer to a kitchen or food. As if mocking him, every door he tried was either a broom closet, a bedroom, or a bathroom. One, he could have sworn, was a combination of all three. Just as he was about to give up hope, Spike spotted a couple of people heading towards him.

It was two women, and one was dragging the other by the hand. The first woman appeared older, perhaps in her late thirties. She had long midnight blue hair that seemed to shimmer in the light. A slinky black dress clung to her figure and accentuated her curves. The front of the dress had a deep V cut and showed off her cleavage. While her breasts weren’t nearly as big as Twilight’s or Rarity’s, they were a respectable size and bounced enticingly. A silver crescent moon marking right above her breasts. However, the same could not be said about her ass. Nearly half the width of the hallway, or at least it appeared to be, the woman’s posterior commanded attention. Her butt stuck out like a shelf and each cheek wobbled like jello. With every step, the woman’s wide hips sway seductively. Spike was so entranced by their hypnotic movement that he almost walked right into her.

“Oh, excuse me. Sorry about that,” he apologized flattening himself against the wall.

“You. I have not seen you before,” the woman turned to Spike. “Wait, you’re that Ddraig person, aren’t you?”

“Yes?”

“Celestia informed me about you. I am Luna, Celestia’s sister,” she introduced herself. “It’s a pleasure to meet you in person, but we must cut our meeting short. I have to punish this one here.” Luna wrenched forward the woman she was dragging behind her.

The other woman appeared to be around Spike’s age. She had shoulder length sky-blue hair that was swept to the side. Large breasts squeezed into a purple leotard and a decent sized ass bounced around. A magician’s wand with a blue swirl marking was seen above her breasts. The woman stared at him with her violet eyes, terror visibly on her face.

“Come along, Miss Lulamoon,” Luna commanded, yanking on the younger’s hand. “You’re in need of a serious punishment.”

“No, Mistress Luna,” the woman pleaded. “Trixie will be a good girl. She promises.”

“It’s far too late for that. It was nice meeting you, Mr. Ddraig. I do hope you enjoy yourself here.”

“Yeah, nice meeting you, too,” Spike waved as he watched the two women disappear around a corner. “Well, okay then. I’m still no closer to finding food.”

The man scratched his head and continued down the hall. He came to a T in the path and stopped for a minute. Spike looked left to see more of the same looking hallway. He looked right to almost the exact same thing. Just as he was about to turn left some movement caught his attention. Spike moved towards it and recognized a familiar black shape.

“Padfoot?” he called to his dog. The animal remained still and paid him no mind. Becoming worried Spike quickened his pace. “Padfoot!” he called again. The dog darted down an adjacent hall and Spike broke out in a run. Spike rounded the corner to find Padfoot nearby being petted by a familiar face.

“Who’s a good dog? You are,” the pink-haired woman knelt beside the German shepherd, ruffling his face. “You are sooo cute, and well behaved. “Oh, hello Mr. Ddraig.”

“Hello…um…Fluttershy, right?” Spike greeted the woman. “Just Spike is fine.”

“It’s nice to meet you again, Spike. I was just saying hello to your friend, Padfoot, here,” Fluttershy gave the dog a pat on the head and stood up.

Spike was aware of the woman’s height and size already, but he didn’t know just how big she really was. Now, however, he could see just how enormous Fluttershy was. Spike guessed she was over seven feet tall and was barefoot at that. Her breasts were so immense that Spike was sure he’d have trouble wrapping his arms around even one of them. With Fluttershy standing at full height, Spike was effectively staring her right in the breasts. He could simply lean forward a bit and be lost in those tantalizing pillows.

“Padfoot here was just telling me that you’re such a wonderful master who takes good care of him,” she said leaning forward.

Spike was caught off guard by Fluttershy’s massive cleavage that he almost didn’t hear her. “Um, what? Yeah, I do everything I can for him. Wait, how did you know that?”

“Tee hee, I can talk with animals, silly,” Fluttershy teased Spike and ruffled his hair. She turned, nearly smacking the man in the face with her boobs and started down the hall. “Come on, I’ll show you to my room. Get this one something to eat.” She indicated to Padfoot.

The green-haired man followed the massive woman with her jiggling breasts. ‘I could go for some food too,’ he thought to himself.

After a few minutes of walking, Fluttershy stopped in front of a door with a pink butterfly painted on it. The inside consisted of mostly a large open area with several fenced in pens. The floor was hardwood with some straw covering parts of it. At the back of the room was set of stairs that led to a loft. A variety of animals were inhabiting the pens, including several rabbits, two deer, four squirrels and a… brown bear?

Spike reeled at the sight of the bear and nearly screamed.

“Oh, don’t worry,” Fluttershy turned to Spike, trying to reassure him. “He’s friendly.”

“Well, if you say so,” Spike eyed the bear cautiously. “So, what’s with all the animals?”

“I’m a vet, and occasionally take in sick or wounded animals,” she explained. Fluttershy moved to a cabinet with Padfoot closely behind. All the animals bustled in their pens as she passed. She pulled out a small plastic bowl and a can of dog food. “Don’t worry, I won’t forget about you,” Fluttershy said to the rowdy animals.

Fluttershy began making rounds around her room, dispensing food to the different animals there. Oats and wheat for the deer; pistachios, grapes and corn for the squirrels; a head of lettuce for the rabbits; and a slab of raw meat for the bear. Fluttershy approached the bear without caution and fed it directly. Spike merely gaped at the sight of this woman feeding a fully-grown bear.

“Alrighty, you ready, Spike?” she said in her soft voice holding out her hand.

Spike nodded silently and took her outstretched hand. Fluttershy led him up the stairs to the loft. The swaying and bouncing of her butt were getting him hard already. The loft was a sparse room. A queen-sized bed with two tables on either side, a dresser, and chair in the corner were all that was in the room. Fluttershy closed the door behind them as Spike stood there taking in the room.

“A simple room, eh?” he said crossing his arms. “I can dig it. No need for fancy stuff. So, what’s first?”

“This.”

Spike felt Fluttershy’s gigantic tits press against the back of his head. It caught him off guard at first, but he quickly adapted and leaned back into them. He was beginning to relax when he felt Fluttershy’s hands slip into his pants and close around his dick. Spike gasped a little and held his breath. The woman’s hands were like magic. A soft caress with just the right amount of firmness. In no time, Spike’s cock was fully erect and dripping precum. With the last few strokes Fluttershy coaxed an ejaculation out of Spike already. She cupped one hand around the head and caught most of it. Spike’s legs became weak and he slumped into the giantess’ inviting breasts.

Fluttershy, meanwhile, carefully extracted her hand from his pants and brought the hot sticky semen to her mouth. Her greedy lips slurped up the cum and her tongue licked her hand clean. The woman held the seed in her mouth for a moment, savoring the strong taste. Fluttershy swallowed the load and let out a sigh of content. Her face began to flush, and she leaned on Spike for support, her other hand grasping his dick. “Oh, my,” she breathed. “The taste, the aroma,” he large chest heaving, rocking Spike back and forth. “It’s…making me…so…wet…!”

With his senses recovering, Spike could feel Fluttershy pressing on him. At first, he thought it was due to her mounting orgasm, but the longer he stood there, the more he realized that wasn’t the case. He heard a gurgling sound and began to feel a dampness. The weight increased on his shoulders and he sunk deeper into Fluttershy’s cleavage. Finally, Spike figured out what was happening: Fluttershy’s breasts were growing larger. Not only that, but they were filling with milk. The woman gripped his penis tighter and started to grind against his body.

“Hey! Fluttershy?” he called to her. “Fluttershy!”

“Huh? What?” the massive woman snapped out of her stupor. “Oh, dear. Spike, are you alright?”

“Yeah, just fine,” he waved his hand reassuring her. “How about you? You gonna be alright?”

“Yeah, I just need to sit down.”

Spike helped Fluttershy to the bed and eased her down on it. The woman leaned back and gasped for air. Her face was bright red, and her breasts were dribbling milk. One of her hands reached for her snatch and began rubbing it.

“Sooo, what’s going on here?”

“Oh, nothing. It’s just…whenever I get horny, my boobies start to produce more milk,” she took one of her breasts and massaged it a bit. After a second, she began expressing milk. “They become so big, and heavy, and swollen…”

“I think they were already big,” Spike muttered to himself.

“Spike? Can I ask you a favor?”

“Uh, sure. What is it?”

“C-could you suck on my boobies?”

Spike stared dumbfounded at Fluttershy. “Uh, you mind repeating that?”

“My boobies are making a lot of milk because I’m horny,” Fluttershy pouted. “Normally, Rainbow Dash helps me with this kind of thing. But, you’re here now. So, I was hoping you could do it for me.”

“Alright, I guess I can help out,” Spike moved closer to the bed. “I mean, I did suck on Rarity’s tits earlier. So, who am I to say more no to more?” He leaned down and started reaching for one of her breasts, but Fluttershy stopped him.

“Uh-uh, not like that,” she said leaning back on the bed. She beckoned Spike to her lap. “Here, could you do it this way?”

“Sure, but why?” he asked raising an eyebrow.

“Dashie can be a bit aggressive when it comes to this stuff,” she responded looking away. “Plus, I’ve always wanted to do this.”

Spike nodded and Fluttershy beamed at him. He climbed into her lap and Fluttershy rested her massive tits on top of him. With this, Spike was nearly covered by her soft and fleshy orbs. Their increased weight combined with the heat from them made him feel oddly secure. Spike grabbed the one tit and positioned the nipple with his mouth. Without any hesitation he latched onto her breast and began sucking on it. Fluttershy threw her head back and moaned. While she did enjoy the roughness of Rainbow Dash, Spike’s gentle touch was a welcomed change. It was as if he knew just the right amount of pressure so as not to make it uncomfortable and hit just the right spot.

Fluttershy cradled Spike’s head in her hand and tangled his hair in her fingers. “You’re just like a baby like this,” she cooed at him. “Suckling at my booby in my lap. But this part is very manlike.” Fluttershy grabbed his half erect cock with her free hand. She gently stroked it, gliding her fingers along the bottom of the shaft. “Why don’t we make it even better?” She pressed his face further into her breast and he readily accepted it. A faint pink glow surrounded his penis. With every swallow of breast milk, Spike’s cock grew bigger. After only a few minutes his manhood was the same size as when he was with Rarity, and it kept getting bigger.

The giantess continued working the length of his shaft and felt the stiff flesh start to twitch. She increased the pressure and quickened the pace, causing it to twitch even more. In seconds he shot out a load for the second time. Spike moaned into Fluttershy’s breast but continued sucking on it.

“Oh, my,” Fluttershy purred. “What a naughty boy you are. Making such a mess everywhere. Don’t worry, Fluttershy will clean it up for you.” The woman scraped cum off Spike’s dick and licked her hand clean. The taste of semen plus the scent of it filling the air made her face hot. Fluttershy heaved her chest as she felt herself climaxing. She threw her head back and let out a soft moan.

Meanwhile, Spike felt a torrent of milk shoot out from Fluttershy’s breast. He pulled away so he wouldn’t choke on her tit juice and noticed the other was spraying as well. Fluttershy looked down at him and smiled. “Goodness, that felt really good,” she said. “Alright, time for the other breast.” Without warning, Fluttershy grabbed Spike and flipped him to her other breast. He was in such a stupor that he didn’t notice his enlarged penis. Spike just latched onto the nipple and began obediently draining the milk from it.

Spike’s cock grew ever larger. In only a couple of minutes his penis had swelled to fifteen inches long and three and a half inches thick. It appeared as if he had a third leg growing out from his crotch. Fluttershy, meanwhile, was lost in her previous orgasm and could feel the next wave mounting. She mindlessly worked her other tit, spraying milk everywhere. Soon, the entire lower half of Spike was drenched in Fluttershy’s breast milk. The woman moved her hand from her breast to her slit. She plunged her fingers into her sopping pussy and furiously worked them. The walls of her vagina twitched around her fingers as more feminine juices leaked out of her snatch. Fluttershy let out a whimper as her orgasm finally crested. Once more, her breasts ejected a huge flow of milk. Feeling a little more prepared this time, Spike kept his mouth on her nipple, determined to gulp down every last drop.

Fluttershy extracted her hand from her vagina and flopped back on the bed. Her chest heaved causing her breasts to bounce. Her face was hot, and her mind was swimmy. Spike, meanwhile, sat up in the woman’s lap, coated in her breast milk. He could feel his own body growing hot and his penis felt painfully erect. The man looked at his crotch and nearly fell off the bed. Spike’s cock was nearly twenty inches long and more than four inches thick. Veins popped out along the shaft, it twitched constantly, and precum leaked from the head like a broken faucet.

“Hey!” he called to Fluttershy. The woman stirred but did not respond. “Hey!” he said louder shaking her a bit. Still nothing. “I said…HEY!!” Spike reached up and gave one of Fluttershy’s nipples a hard tweak.

The woman gave a sharp yelp and jumped a little. Fluttershy braced herself on her elbows and looked at Spike. “Ouchy. What did you do that for?” she pouted.

Spike motioned to his tree branch of a penis. “Umm! Why do I have a flagpole sticking between my legs?”

Fluttershy peaked over her massive tits at Spike’s enhanced manhood. “Oh, my, that’s quite a thingy,” she whispered to herself. “That’s because you’ve been drinking my booby milk, silly,” she teased Spike. “You remember your time with Rarity?”

“Yeah, something like this happened then, too,” he said scratching his head.

“Well, she used a potion to do that. I can do that naturally.” Fluttershy moved to a sitting position, breasts rippling. She took her hands and started massaging her massive assets. After a few moments milk began spraying from them. “Rarity had a diluted version of my booby milk. I can do so much more with it. A little bit of magic and I can make your muscles grow, or make you taller, or make your penis enormous. The same applies to women. Bigger titties, rounder butts, you name it.”

“This is some crazy shit,” Spike breathed. “Next you’ll tell me one of you can change your entire body.”

“Wellll…” Fluttershy looked away with a sheepish expression. Spike gaped at her in exasperation. “Technically it’s entire coven, but let’s save that for a later date.” She tried to assure him. “For now, why don’t we worry about that?” she pointed to his still throbbing erection.

The giant woman laid back on the bed, massive breasts rolling like a turbulent ocean. She reached down to her crotch and pulled her sopping wet pussy open. “Are you ready to put it in?”

Spike stood there for a moment with his enormous cock twitching in anticipation. He moved to Fluttershy and readied his manhood with her slit. Taking one last breath he, grabbed her legs, pushed them back until they touched the bed, and stabbed his penis into her waiting vagina. Fluttershy’s pussy was soft, hot, wet, and eagerly pulsing. It took everything Spike had not to cum and he wasn’t even halfway in her. Fluttershy let out a soft whimper and bit her lip.

“Are you alright?” Spike asked, concerned.

“Yeah, I’m okay,” she said in a voice barely over a whisper. “You’re just bigger than I expected.”

“Heh, been getting that a lot, today,” Spike chuckled. “You wanna keep going?”

“Uh-huh,” she nodded.

Spike nodded back and pressed his cock further into her. He slid his penis into the woman and watched as her vagina anxiously gobbled it up. In under a minute Spike was halfway inside Fluttershy. The woman moaned and whimpered, but otherwise showed no signs of backing out. Spike kept up the pressure and pushed the rest of his dick into the immense lady. Fluttershy arched her back and cried out in pleasure. Spike felt the walls of her vagina constrict as she orgasmed. He screwed up his face and resisted the urge to blow his load here and now. Once Fluttershy had calmed down, Spike spoke again.

“Alright, I’m gonna start. Are you ready?”

Fluttershy nodded.

With one final bit of mental preparation, Spike began pumping his hips. Due to his increased size he had to work harder with his thrusting. In and out, in and out. The walls of Fluttershy’s vagina caressed his dick. His head pressed against her cervix with each thrust, and every time he did, she would moan loudly. Spike had been certain his gigantic penis would break Fluttershy, but now he believed she was the only one who could take this size. He watched Fluttershy’s stomach as he saw his dick poke through with each thrust.

“FUCK! FUCK! GO HARDER!!” Fluttershy screamed. “TEAR UP MY PUSSY! MAKE YOUR COCK HE ONLY THING IT CRAVES! RAM THAT GIANT COCK INTO ME! FILL MY WOMB WITH YOUR BABY JUICE!!!”

‘Geez,’ Spike thought to himself. ‘Who would’ve guessed this meek woman was a screamer?’ He increased the speed of his thrusting and Fluttershy arched her back again. She then grabbed her breasts and brought them to her mouth. The woman winked at Spike and clamped down on her nipples. Fluttershy began suckling herself, swallowing mouthfuls of breast milk. Spike thought it weird but brushed it off as something she did during sex. After nearly a minute of suckling, Fluttershy released her breasts. Her face was flushed, and she gave Spike a knowing look. He raised a confused eyebrow at her and continued slamming his dick into her snatch. A few seconds later, Spike learned what Fluttershy’s look was for. The walls of her vagina tightened around his dick. Spike stopped thrusting and doubled over onto Fluttershy. He nearly came from that.

“YES! TIGHTER! TIGHTER!” she hollered, twisting her nipples. “FUCK MY TIGHT PUSSY, SPIKE!! MESS ME UP!!!”

Spike took a moment to compose himself. Fluttershy tightening her pussy was enough to bring him close to cumming. He figured it was best to wrap things up. Fucking this woman was incredibly tiring, especially with the extra gear he was packing. Spike breathed in and out and pushed himself back into position. He braced his arms against Fluttershy’s legs and began pumping his hips again with increased vigor. Fluttershy squealed as the man rammed his cock into her slit, his shaft rubbing against the inside of her pussy. Spike could feel his orgasm getting closer and thrust faster. With one final motion he slammed his penis all the way to the base, pushing into her cervix. Spike’s cock pulsed furiously as it unloaded inside Fluttershy. Ropes of hot sticky semen shot all over her cervix, painting it with his seed.

Fluttershy threw her head back and screamed at the top of her lungs. “YES! CUM! CUM INSIDE ME! LET MY WOMB OVERFLOW WITH YOUR SEMEN!! I LOVE YOUR COCK, SPIKE!! I ONLY WANT YOUR COCK TO FUCK ME!!!” Her vagina tightened more around Spike’s penis. It held onto him, desperate to remain connected this way.

With his orgasm finally subsiding, Spike slumped a bit, his breathing ragged. He looked down at Fluttershy, who was busy wiping sweat from her brow. She noticed him and reached up with her hands, pulling him into her enormous breasts. Spike didn’t resist and allowed the giant woman to embrace him. He passed out into her pillowy cleavage, snuggling up to one of her breasts.

“Tee hee,” Fluttershy giggled, stroking his back. “Even when you’re asleep, you still want my boobies. Dream about my boobies, Spike. Have a nice wet dream about them.” She gave him a kiss on the top of the head and held him closer. “I wonder who you’ll be with next?”

Author's Note

Alright folks, here we are. Chapter three is out. Sorry this took a little longer than I wanted, but work has been hell this past week. But I powered through the best I could. This should have been out at least four days ago. Fuck me.

Well, anyway, chapter three was the Fluttershy chapter. I decided to put content warnings at the top this time, just in case. Dunno if that actually helps or not. I'm not too particular about the giant penis thing, but it'll mostly be contained to Fluttershy chapters, so it's not really an issue. Did a bit of teasing for future content in the chapter. We got Luna and her enormous ass, so that's something to look forward to. Trixie was also introduced. What's gonna happen to her? What did she do? Stay tuned to find out. I hope to get some images drawn for the chapters, as well as for Celestia and Luna. Gotta start commissioning people. So, fully expect pictures that accompany the sex scenes to come out. Some time soon, hopefully.

That's it for now, kids. I hope you enjoyed reading it. As always leave a comment below. Tell me what you liked, what you didn't like, and what needs improvement.

UPDATE: Here's the link for the FlutterSpike scene

Until next time.