Get Stuffed!

by Rust

Rating: mature
Tags: Big Macintosh, Zecora, Cheerilee, My Little Pony: Friendship is Magic, Other, Romance, Sex
Length: 8823

Brought to life, Smarty Pants decides to thank a very special somepony for his kindness, and maybe teach him a thing or two along the way. With sex. Like, really hot sex.

Big Macintosh is a lonely sort of stallion. Smarty Pants knows this more than anypony else. Trapped in her inanimate form, she's helpless and unable to thank the kind soul who took her in and cared for her. So when fortuitous circumstances grant her flesh and blood for one night, she's determined to make it one to remember.

Featured on Equestria After Dark!

Published 2014-01-18 23:30:01 UTC
Last updated 2014-01-18 23:30:01 UTC

Stuff Happens, They Bang, Everypony Wins

GET STUFFED!

A tale of lust and life by: R U S T

A rogue wind tore through the tranquil stillness of Sweet Apple Acres.

The gigantic red stallion perched atop the farm's apple silo was the only one to notice it, pointedly ignoring the cooling breeze that teased his mane.

It was a hot, sweltering summer day. The kind of day where fire hydrants were illegally commandeered, diamond dogs tripped over their own tongues, and if one dared carrying any candy on them, they'd be holding a pile of sugary soup before lunchtime.

Big Macintosh didn't mind the heat, really. He was too busy looking out into the leafy sea, searching.

She was missing.

Maybe it wasn't so smart of him to take her out on a day like today. Or at all, really. If Applejack saw, once she stopped laughing at him, there'd be trouble. Applejack would make him return her. Big Macintosh didn't want to do that. He liked having her around. He liked having somepony to talk to.

When had he misplaced her?

He recalled hitching himself up to the cart, allowing her to ride on the seat as he made his tour of the orchards. He felt like she enjoyed her time outside. He'd been hard at work the day before, filling enough barrels to supply a couple trips to the market. Sometime during his ambling route through the trees, she must have fallen off.

But where?

By the lake? The old stump? Bloomberg's Hill? The familiar landmarks were easy to spot. Big Macintosh chewed his sprig of wheat and thought.

And thought.

When he was done thinking, he logically concluded that the easiest way to find her would be to retrace his steps. It wasn't like she could wander off. There wasn't much time, though. The sun would set soon, and it was approaching the time of year again when timberwolves liked to frequent the Everfree's edge. They roved too far to be scared off with some good old Apple enthusiasm, but too close to forget the occasional look over the shoulder when nearer to that part of the property.

Big Macintosh decided that he had thought enough.

He hoped nothing bad had happened to her.

With a grunt, the stallion began his descent from the silo.

A whisper of the wind, the creak of a blade of grass, and a striped hoof planted itself by the riverbank.

Zecora drank slowly, sating first her dry throat, and then the waterskins slung across her withers. The zebra finally decided that enough was enough, and after a quick glance around to make sure the area was clear, settled down on the soft ground to rest.

The bulging saddlebags beside her spoke of a bountiful harvest. After nearly a week of trekking through the hidden valleys and gloomy paths of the Everfree, she had found many ingredients to resupply her dwindling stores. The spirits had been most generous to her this time.

Content with herself, she relaxed, idily enjoying the scenery. The river she had been following for most of the day came down from the northern reaches of the forest, flowing south and west until it curled around the very edge, where the apple farm began. Her hut was still a short trot inwards, but here was a good place to rest before venturing further in.

She admired the view. Across the river, mighty apple trees stood tall and thick, boughs hanging low with fruit.

Something caught her eye. A splash of color strange to see in such a blossoming place. "Hmm?" An eyebrow quirked. "A lonely bit of gray, not far from my way," she remarked to herself.

Curiosity picked the zebra off the riverbank and stirred her hooves forward.

The stepping stones wobbled a bit as she slowly picked her way across them, up the small hill, and stopping just short of where the apple trees began.

A doll lay crumpled on the ground. It was a little pony, weathered and threadbare. It wore a pair of polka-dotted pants, of all things. Zecora prodded it with her hoof. The thing had seen much love. Its spirit cried out to her, lost and alone. She pitied the thing.

But to whom could the lonely doll belong to? Zecora pursed her lips, listening to the spirit's whisper through the blast of a gentle river and slow-growing trees.

"Oh-ho!" cried the shaman. "Truly, this is a suprise! The stallion's toy, I see through my eyes!"

Her ear twitched at something unheard by all but her. Zecora scooped up the doll, peering at the button eyes. "Help, you ask? How would I accomplish this task?"

A bird chirped in the distance.

Zecora sat hunched over the doll for a long time, until the shadows began to lengthen. In the distance, the moon peeked over the horizon, eager to take the reigns of the stars and lead on in their nightly ballet.

The zebra listened some more, and suddenly laughed, a light blush crossing her face. "A night of thanks, indeed! Fortunately for you, I have what you need. Come with me, and I will perform a trance. Soon your dream comes true, little Miss Smarty Pants!"

With a tinkle of golden rings, she set the doll upon her back, nestled safely between the waterskins, and turned around to make the trip home. She would be working late, tonight.

Big Macintosh lay awake.

He blinked.

The ceiling remained unchanged. There was a knot in the timbers directly above his head. It stubbornly refused to do anything interesting, though he could swear that in the fraction of a second it took to open and shut his eyes, it moved.

He glanced at the clock.

Two in the morning.

With a groan, he rolled to the side, fidgeting to get comfortable. Try as he might, though, something just felt off. Like something was missing.

He blinked.

Big Macintosh knew what he was missing. He just didn't think it would bother him this much. Why was he letting himself get so worked up about her? It probably wasn't healthy. And yet, there it was; a vacant space in his heart that demanded to be filled. He was lonely.

It occurred to him that he'd never had a problem with this before. A nasty little thought reminded him that he'd never felt lonely before because he never let himself care. Not since... well. A set of mossy eyes and a fuchsia coat danced through his mind. He shut the images out, focusing on the current issue.

Of all the crazy things to care about, though... her?

Maybe it was the long nights he would spend with her curled up against his tired, sore body. Working the farm was backbreaking labor, and after a hard day it was all he could do to wearily climb the stairs to his room. Her embrace made his torn muscles feel just that much better.

Maybe it was having somebody to listen to him talk. About whatever he wanted. He could talk with her for hours about anything, and she would soak it all in. He supposed that he'd been holding so much back that it had to come out sometime. The hopes and fears of a simple farmer. But they were still his hopes and fears, and he never felt like sharing them with mostly anypony else.

Or maybe it was the times they didn't talk, and he just sat and watched the stars come out with her, letting all the nothing pleasantly fill in the silence. Having a companion to just be with.

He blinked.

This time he was almost certain that the knot moved.

He blinked again.

Eee-nope.

The bed screamed in protest as his body lurched about, heaving himself onto his hooves, out of his room, down the stairs, through the door, and into the orchards before he could come to his senses and turn back around.

He had searched everywhere already, he reminded himself.

Maybe he'd just have to look harder.

Strange lights flickered through the windows of the hut. The forest all around seemed to be holding its breath, eerily quiet for a midsummer's night.

Within the peculiar abode, a scene of chaos; various containers strewn about, powders dusting a surface here and there, tools scattered haphazardly as they were used. A charcoal rune had been carefully etched into the hard-packed dirt floor, a swirling spiral of sharp edges and delicate contrails. At the center of this, a terrifying wooden face peered into the brew of an old cauldron. The mixture was the source of the mysterious luminescence, a bright, otherworldly glow that couldn't seem to make up it's mind which color it wanted to settle for, shifting through the spectrum several times a minute.

There was no fire lit beneath the cauldron, and yet the liquid inside boiled gamely on.

A hoof reached up and pulled the wooden face back, revealing black-and-white stripes, anointed with curious tribal paints. Zecora gazed into the depths of her creation with furrowed brows. She closed her eyes and inhaled, breathing in the glowing vapors. When she opened them back up, the azure depths had a slight shine to them, and the breath she let out smelled like lightning in her nostrils.

"It is almost done, and not too soon!" She declared, grinning over her shoulder to where the doll sat astride the mystic's withers. "Now for the last ingredient -- the light of the moon." As she spoke, a silver shaft of brilliance crawled across the floor, slanting into her home from a skylight she had carved for this specific reason. Agonizingly slowly, it slid up the side of the cauldron.

Zecora slid her mask back down and began to chant in her native tongue, beckoning the spirits. The mixture below began to froth and splatter, radiating power. A frost began to form on the rims of the cauldron, yet above the ceiling blackened and smoldered. As the shaft of moonlight finally struck the center of the mixture, it began to shine a brilliant rainbow of hues, illuminating the inside of her home to an almost painful degree.

Without further ceremony, the shaman reached around and took hold of the doll, holding it above the raging brew. She counted down from a number, muttering strange things under her breath. And then...

...She let go.

It was as if the world had been muffled. As the doll disappeared below the surface, the lights within went out. The bubbling and shaking stopped. Almost no sound could be heard, save for the steady breathing of the zebra. For a moment, she feared the concoction had failed. Then, a pulse of brightness from within the darkness of the liquid, illuminating a tiny silhouette.

Zecora grinned.

Another pulse, a second soon following it. The shape within had grown bigger. The pulses began to sound regularly, a deep, double-thudding that Zecora suddenly realized...

...Was a heartbeat.

As the morning sun continued the daily ascent, it beat down on a solitary crimson figure dejectedly plodding down the trail into town. Big Macintosh let his head hang low, as a full wagon of apples for sale trundled merrily along behind, his shaggy mane falling over his eyes.

A long night fervently searching had done him no favors. His coat was streaked with dirt and filth, a few cuts and bruises tracing themselves on his hide here and there. His hooves ached from combing through the property a second, more thorough time. Macintosh sniffed the air, and grimaced. He stank pretty bad, too.

The stallion idly watched the dirt trail pass beneath him, thinking to himself. He seemed to do a lot of that.

There was nothing else to it, he supposed. Macintosh had searched every square inch of his land; the moonlit shadows of the apple grove, within musky piles of hay in the barn, under the withered boughs of the vampire bat sanctuary, even in the mud of the pig pen. Macintosh knew the farm better than his own body. If he couldn't find something there, it simply wasn't there anymore.

She was as good as gone, then. Some hawk had probably found her out there in the groves and swooped off with her in its talons, probably mistaking her for game. Yes, he painfully decided, that was the end of that.

He jerked the cart into a trot. The only thing he wanted to do right now was sleep and feel sorry for himself. Fate must have not had his fortune in best interest, though, because it was his turn to mind the apple stand today. Just get through this, and he could retreat to his room. Maybe that dammed knot had moved while he was gone.

Shaking himself, he blew the mane from over his eyes and clamped down on his sprig of wheat, a determined glint entering his gaze, as he lost himself in the work. Some time later he must have entered town, because he found his ears twitching to the sounds of familiar greetings and well-wishers. Automatically, he dipped his head in polite nods or mumbled an "Eeyup," or two.

The stand was quickly filled with his wares, and the stallion set to work. To an observer, the red giant would have been no different than usual, aside from appearing as though he'd had a hard night. A trained eye could have spotted the mechanical movements, almost robotic as he sold his juicy wares, or the dullness of his eyes even as he haggled with a determined customer or two.

Big Macintosh just did what he was known for; working hard and not allowing himself to stop.

Eventually, some oddity snapped him out of his labor-induced trance. A knocking, more like a clop-clop-clopping on wood echoed within the empty space his thoughts usually took up. He glanced around from where he was hauling another bucket of apples off the wagon. There weren't many left, he realized. And since when was it evening?

"Mac? Y'elloooo? Anypony home in there?"

Macintosh blinked, spinning around. A familiar face greeted him.

"Hi, Mac." Cheerilee half-smiled at him. "Are you alright? You seem pretty out of it."

Macintosh blinked again, watching a movie play in an instant on the inside of his eyelids, a romance between younger ponies who didn't yet know how to make a relationship work. Tragic, but there were moments of beauty. "Eeee--" he snapped himself out of it. Not with her. "--nope."

"Rough night?" Cheerilee scanned him with an arched eyebrow.

He shrugged helplessly. "Couldn't sleep. Thought Ah'd take a midnight stroll." It wasn't a lie, but it wasn't the whole truth either, and it tasted kind of sour on his tongue.

"Was it... the, um. You know," the pretty school teacher awkwardly waved a hoof around, "the bad dreams again?"

"Nope," Mac replied abruptly, and winced a bit at how rough he sounded. In a gentler tone, he added, "Those haven't bothered me none. Not for a long while." Not since before us, he silently continued. "Ah've been pretty good, all things considered."

Cheerilee smiled. "Oh! Well that's great!" She winced. "I mean, its good that you've moved on. From... you know." She smiled again. "I'm glad."

Celestia take him now, this was going downhill. Mac remembered the reason why he didn't come into town very often. His social skills had never gave him much grace, especially in moments like these.

An uncomfortable pause, punctuated by the sound of birds and crickets. The silence between the two was thick as molasses. Mac had to swim hard to surface. "Y'all needed something?" he coughed, gesturing to the shiny apples on the stand. Best get back to business.

Gratefully, she followed him up. "Yes. Class just ended, and I usually grab some food on the way home. I saw you at the stand... thought I'd come say hello. Could I have a half dozen? Red?"

Mac nodded, and counted up the apples, selecting only the choicest of the display. He slid them into a paper bag and gently placed it on the counter. "Three bits," he said.

"Okay, let me get out my -- wait, three?" Cheerilee scrunched up her nose. "That's half of what Applejack usually charges."

Mac nosed the bag towards her. "For old times sake."

"Macintosh, I --"

"Eeeenope."

She sighed, half frustration, half amusement. "Still stubborn as a Minotaur, I see. Fine, three bits. And only because I know you won't take no for an answer." Cheerilee dug through her saddlebag and flipped a trio of coins onto the counter, before slipping the paper bag inside it. "Thank you," she added.

Mac dipped his head.

Cheerilee made a half turn, making to leave, then paused, and said, "Mac."

He glanced up from where he was adding the coins to the days earnings.

"My offer still stands, you know," she continued, softly now, not bothering to look at him. "I really think it would be different this time around." When he gave her no answer, she completed the turn and kicked into a trot. "Thanks again!" she called over her shoulder, and with a flick of her tail, rounded to corner out of the market.

Macintosh watched her leave. When she was gone, he glanced up to the evening sky, contemplating it for a moment, before sitting down and dropping his face onto the counter.

Wham!

The only noise in the entire house that betrayed her presence was the squeak of an old floorboard by the door. Aside from that singular error, she was a ghost of black and white. Nopony had seen her come in, and nopony was going to see her leave.

Zecora flicked her ears. She could see why this would be a rather awkward situation to walk in on. Somepony new to the area might get the wrong idea. She might be a burglar, preying off hard-working farmers while they were busy in the fields. Or a spy, sent by a foreign power to learn the secrets of ponies. She grimaced.

Wouldn't be the first time...

Her purpose was different than a common thief, though. Thieves only took. They did not give.

As she slunk out the back door, she resisted the urge to pat herself on the back for a job well done. It was hard enough, sneaking through the property. Applejack had eyes like a hawk, and the old green one could hear a mouse urinating on cotton. But sneaking herself and somepony else draped over her withers?

Now alone, and sure nopony was around, she muttered a prayer to the spirits for swiftness and the zebra kicked off into a gallop, eager to be away from the farm and return home. The trees blurred past, wind howling in her ears as she streaked through the groves, silent as a shadow. Soon, the river loomed ahead, and she bounded across it in a single jump, only then allowing herself to laugh with delight all the way home.

Skidding to a halt just inside the hut, Zecora grinned. "The performers are ready and the stage is set..." She trotted over to her cauldron, now containing only water, and tossed a few choice ingredients inside from her saddlebags. The liquid swirled, smoky, before an image appeared inside, that of the inside of somepony's bedroom. "Now, let us watch just how wild they get!"

The second the door closed behind him, Big Macintosh flopped down on the floor and closed his eyes. Applejack was out with her friends, she'd left a note on the table next to Apple Blooms's -- another Crusader sleepover in the treehouse. Granny Smith was out like a light at sunset, like clockwork. Nopony was around to see this moment of weakness.

Every part of him ached. He was tired, he could feel the dull throb all the way to his bones. Two days of solid labor had done him no favors. It wasn't the strain of working so hard, or so long; he couldn't count the number of times he had gone without sleep to meet harvesting quotas or repair broken equipment. This felt different.

He absently rubbed at his broad chest with a hoof.

There. That was the spot. Felt like something had gone in and ripped out a chunk of himself. After losing her, he'd noticed it dimly, but after seeing Cheerilee in town today, the gash had just widened. He sighed.

The offer still stood, she said. And probably would keep standing, the way he let himself clam shut whenever she came by. He wished he could find some of that old swagger from his younger days. Some of that fire he'd felt. Why had he let that go out? Cheerilee hadn't taken anything with her but his confidence.

Macintosh rolled over onto his back.

Maybe that knot in the ceiling had mo--

Two eyes smirked at him.

"Hello, Macintosh."

Well, this was certainly new.

It was a mare, that much was very clear. A pretty mare. Smoky gray, with long eyelashes and darker brown dreadlocks that hung playfully around her face. She was standing over him, upside down to his perspective. Open-mouthed, he followed her figure, drinking in curves that almost seemed too good to be true.

A friend of Applejack? She often had them over. Or a visiting cousin?

"Surprised to see me?" she winked.

"Eeyup." And that was the honest truth. He suddenly remembered he was on the floor, and that her face was rather close to his. Close enough to catch a whiff of... of something that smelled good. Really good. He rolled back over and found his hooves, surprised to find that she was taller than the average mare, holding his gaze without the slightest fear. Usually they took a step back or two when first meeting him, he was so big... had he met this one somewhere before?

But now he was the one finding himself backing up as she slowly followed him around the room, and Big Macintosh made almost two full circles before he stopped. "Um... do Ah know you?"

"Not really, but we've met. However, I know you, Macintosh. I know you better than you do." She kept advancing, sliding smoothly past him, close enough for him to feel an electric tingle as their coats barely brushed.

It was hard to think with her circling around him. He took a deep breath to clear his head. There was that smell again! Celestia, what was it? He found himself leaning into her as she made another pass, rubbing the top of her dreadlocked tail under his chin. "Ah... ya seem familiar."

"I'd hope so." She sidled away as the stallion turned himself to follow, watching every step. She pivoted, presenting her side to him. "Need a hint?"

Her cutie mark looked like a patch one would find on a quilt, white with blue polka dots. It even had rough stitching, giving the illusion it had been sewn into her coat.

Big Macintosh had seen that pattern somewhere before.

On... pants.

His eyes widened as a thought began to take root inside his mind.

"Oh yes, I think you're getting it now," she hummed. "C'mon, dig a little bit more. Is it really that unlikely? Of all the things this world has to offer, this is the most unbelievable?"

The stallion blinked, and it finally clicked.

"Smarty Pants..?"

"Ding! We've got a winner," she giggled, a beautiful sound to his ears. "Well, minus the pants." She wigged her rump about, and Macintosh tried and failed not to stare at the shapely curves. "And no," she said, nuzzling up to him and whispering in his ear, "before you say it, you aren't dreaming." Big Macintosh felt the lightest of nips on his ear as she pulled away.

"Yer alive," he pointed out as if it weren't the most obvious thing in the world, trying to distract himself from the uncomfortable tightness that was beginning to make itself known between his legs.

"Live and in the flesh, Macintosh. And might I say, it is good to be here." She stretched, catlike, showing herself off to him, before her back popped and she sighed with pleasure.

"Well... what... um..." Big Macintosh found himself at a complete loss of words.

"What do I want? What will I do now?" she asked for him as she stood and faced him.

He nodded.

"Well, I'm only going to be around for a while, a day -- maybe two -- so I figured I'd spend it wisely." She leaned in closer. "I want to help you, Macintosh."

"H-help?"

Closer still. "Mmmmm. Help. You walk out this door and put on more than your yoke, you put on a whole other personality. I've seen it happen every day. But in here, when you're sure nopony else is around..." she sighed. "You open up. Like you're afraid to show yourself outside these walls."

Macintosh stayed silent, unsure of the memories her words brought up. She was right, of course. Ever since he and Cheerilee had given up... had he really become that bad?

"I'm going to help you with that. Gonna teach you how to let loose." A sultry grin in the darkness. Macintosh didn't notice, he was captivated by the pools of her eyes. "And... I want to thank you for taking care of me ever since the day you found me." She was an inch away, he could feel the warmth of her breath on his lips. "I want to enjoy life while I've got it..."

"W-what do ya have in mind?" Macintosh mumbled.

"This," she breathed, and kissed him.

He just about short-circuited as her lips pressed against his, slowly massaging them together. Fireworks went off behind his closed eyelids, splashes of color he hadn't a name for. As if sensing just how much he liked it, Smarty went deeper, taunting him with little flicks of her tongue.

The pressure between his legs nearly doubled, he could all but feel the blood surging to the area. He shuddered as the mare playfully nipped at his lower lip, before pulling away. "Mmmmm... always wanted to do that," she smirked.

Big Macintosh breathlessly smiled. It had been far, far too long since he'd kissed a mare. He'd almost forgotten how good it felt.

Hooves on his shoulders, a comfortable weight wrapping around him. Smarty dived in again, letting her tongue do the talking. He felt it on his lips asking his permission to enter -- he obliged, unused to being kissed like this -- and then it was meeting with his own, leading him into an easy, but powerful rythym.

Damn...

She tasted amazing, like... something amazing tasting. He couldn't think straight, not when he felt so good. He pushed back at her, leading the dance into her now, dominating with his powerful movements. She moaned into his mouth, long and high and full of need. As this minutes ticked by, he felt the heat between them only grow until it was burning him up from the inside out.

This time he pulled away, wrenching himself from her almost-hurt expression at the movement and lunging for the side of her neck, planting it with kisses and letting his teeth graze her skin. It was starting to come back to him now, like putting on an old set of horseshoes. He remembered the spots, those little places to hit that made her gasp and shudder against him as he worked his way up; just under the jaw, below the ear, a nip at the earlobe itself got a solid moan out of her.

She pressed harder against him, rubbing her softness against his chest. The scent of her was overpowering, intoxicating, the rich perfume of arousal flooding his senses and making his blood roar through his veins. He was dimly aware that he was almost sitting upright, now letting her weight balance them. He concentrated, working through the old routine, working her tenderly in some places and in others a sudden bite or lick. It was driving her crazy, he could tell. Something pressed itself against her belly, something throbbing with need and eager to get their attention.

His hooves reached upwards almost of their own accord, tracing her curves and massaging her cutie mark. Macintosh was surprised by his own boldness. At her sudden intake of breath and the way she shivered at his touch on her flanks, he was more surprised to find he didn't care.

Suddenly, the grip at his shoulders gave him a sharp shove. He toppled over, flat onto his back, and for the second time that night she was standing over him, eyes bright with lust. "You taste like apples," she licked her lips. Her gaze traveled downwards, hungry, until it settled at the prize between his legs. Big Macintosh was glad he had a red coat, he blushed furiously at the sight of her eyeing him with such wanton desire.

He was standing at full mast, his entire length having slipped out of his sheath sometime during the intense kissing. Mottled black and red, it was rock hard, veins protruding here and there along the entire shaft, a healthy drop of pre-cum already gathered at the tip.

"I wonder if he does too," Smarty wondered aloud. With a devilish grin, she settled down on the floor between his legs and drew close.

Macintosh almost let out a whimper as hot breath whispered along his exposed shaft. It had definitely been a long time since anypony had done that. He felt himself twitch simply from the proximity.

Smarty appraised him, drifting tantalizingly close as she inspected every inch, from the slightly-flared head all the way to the heavy crimson balls, Macintosh hungrily watching all the while.

Finally, sensing he'd had enough of her teasing, she planted her tongue on the base of his cock and dragged it up the entire length in one, slow, swoop, kissing the very tip when she'd finished and fixing him with a sultry stare.

Big Macintosh just about blew his load then and there.

"Easy there, we'll get to that," she laughed. "First time I've ever done something like this, so bear with me."

"Ya seem... hah... a little too good for it to be yer first," Macintosh replied, still reeling.

She shrugged. "I lived with a librarian almost my entire life." A wink. "Who had lots of books about the subject, if you follow my drift."

"Eeyup," Macintosh managed.

With that, Smarty popped the tip of his cock into her mouth, suckling gently at it, eyes crinkling with laughter as she felt it twitch again inside of her. She began to bob her head, slowly, to work herself up to pace, playing with him with her tongue, tracing the veins in his shaft as she moved up and down. She gradually began to take more and more of him inside, the head of it eventually prodding at the back of her throat.

Macintosh couldn't hold back a growl of ecstasy as the mare changed her angle and abruptly slid the entire length down the hatch. He felt the insides of her throat convulse and massage every inch of him as she held herself there for a few seconds, letting him enjoy the sensation of his cock being fully hilted. When she backed off, he almost felt like crying.

The feeling didn't last for long, though, because soon she settled into a rhythm, recklessly fast and unbearably rewarding, letting her gullet caress every inch of him. Macinotsh could feel himself beginning to tighten up. He didn't think he'd last very long at the rate she was gobbling him up. "Ah'm... don't think..." he tried. The mare was a natural.

Smartly pulled almost up to the tip, swirling her tongue in circles, not once taking her eyes from his. "Hmmm?" she hummed with his cock still nestled between her lips. The vibration of her voice was the last straw, and Mac's entire body convulsed and flexed. He let out a surprised yelp as the climax began to hit.

Smarty pulled away at the last second, and the first surge of ropy cum rocketed out of his body so fast it whizzed straight up, actually hitting the ceiling. The second and third blasts weren't nearly as powerful, though no less plentiful, streaking the mare across the face and splashing down across his belly. By the fourth wave and onwards, Smarty had popped the cock back in, sipping up the remaining flow.

Macintosh fought his way back to the surface, breathing hard, finding that the mare continued by licking the spunk off from her face and then slurping up the rest of mess he had made of himself.

Smarty grinned at him. "Yup. Tastes like apples!"

He grinned back, and felt laughter brewing in his gut at the sheer absurdity of that statement. It started softly, but soon escalated until he was almost giggling himself silly, the kind of laughter that he could feel from his hooves to his eartips; Celestia help you if you weren't already seated, it was the kind of laughter that would knock flat on your rump. Smarty joined in with him, her voice sounding like church bells alongside his booming roar.

It never really died down all the way. Mac felt the smile stay on his face, an old friend who'd found home again. He didn't really even have a reason now, but there it was, that small, easy grin he used to wear in the old days.

Smarty tilted her head at him, smirking.

"What?" He had to stifle another wave of laughter.

"There he is. That's the Macintosh I know." She stood, looming over him. "Now get up. C'mon, on your hooves."

"We goin' somewhere?" Mac wondered.

"Yes." Smarty flicked her tail him as she sashayed past. He got a perfect view of the what lay beneath -- a perfect pair of dark gray lips, puffy and absolutely soaked with arousal. "The shower. You smell like a pigpen."

He chased her laughter all the way to the bathroom.

Smarty let out another moan, simply unable to hold them inside her anymore. Between her thighs, a crimson head bobbed and pushed, hard at work on the prize kept there.

She was pinned up against the wall, powerful hooves immobilizing her in the most wonderful of ways. Her red giant worked her feverishly as the shower poured down from above, basking her in golden goodness. All these new sensations were making her head spin. This is what it felt like to be wet. This is what it felt like to be warm.

He hit a sweet spot -- Celestia, was that her clit? -- her vision suddenly pulsed with color and her thoughts turned fuzzy as an almighty wave of electricity surged from the base of her spine straight to her brain, igniting the synapses like a Canterlot fireworks show.

This is what it feels like to come.

"Mmmmmnnnnnngggh~!" she squealed as she surfed the wave, drinking up every second of the experience. Macintosh didn't let up, his tongue was working wonders down there between her folds. A healthy mix of suds and sweat coated both their bodies, lathered clean by hooves eager to explore possibilities. The high kept on rolling as the stallion held his pace, spurred into an all encompassing burn that spread to every in of her body. She could barely make a coherent noise, aside from the occasional gasp of encouragement or groan of pleasure.

The pony body was a wonderful thing, she decided. A beautiful, addicting experience. She was loving every second of it. And by the way Macintosh was going at it, he did as well.

Eventually, though she pushed gently at him, forcing the crimson giant to finally come up for some air. It wasn't that she was worn out -- on the contrary, there was a fire burning between her legs, and she needed some salty stallion spunk to cool it off -- but she was eager to move on to the main course. Smarty was pleased, but why nibble at the appetizer when you could feast?

Macintosh easily lowered her back to the ground. Her legs were still shuddering, so she simply sat in the warmth and the soapy water. She leaned against him, giving herself a moment to catch her breath.

"...Wow," she finally wheezed.

"Eyup," Macintosh replied, if a bit smugly.

"Okay," Smarty managed to push herself into a sitting position, facing him. The water came down on the back of his head as he smiled down at her. It was an honest grin, one she could tell was born of simple pride in his work. She loved him for wearing it. She'd seen Twilight wear that same smile after a long night of studying, or an eventful day with the Princess. Smarty remarked on how strange it was that ponies could be so different, yet so similar. "I think I'm ready now."

She stood, a bit wobbly at first, but soon found her footing. It was rather cramped in here with two ponies. Smarty placed a hoof on the edge. "Coming, Mac? You've still got a ways to go. The night isn't over yet."

Macintosh glanced down at himself.

Smarty followed his gaze, arching an appreciative eyebrow.

"I'll take that as a yes."

He followed her out, and fetched a towel from the nearby rack. Smarty waited patiently while he dried her off, thick hooves massaging her through the soft cloth. His touch was making her even more riled up, if that was even possible, and it was getting hard not to throw herself at him. She settled for sneaking a kiss or two in as he worked on her, and quickly dried himself.

Macintosh threw the towel on the ground and abruptly scooped her up, throwing her over his strong shoulders like a sack of potatoes. Laughing, Smart let herself be carried, subtly rubbing herself on his body, nuzzling up against his neck and biting at his ears. The pair made their way back to the bedroom, and Smarty squealed with delight as he tossed her through the air, landing safely on his bed.

She wriggled sensually on his covers. She knew what was coming next, it made her heart flutter in her chest. The mare collected herself and posed, tossing a smoldering glance over her shoulder at him. "Get up here, stud."

She caught him with one hoof on the bed already. He blushed, probably thinking she wouldn't notice it, but she did. Hesitantly, now, he shuffled across the bed to her. Smarty wrapped her hooves around his neck and drew him in for a deep kiss. This moment, this night, she wished it didn't have to end.

It would, though. Things tended to be that way. The shaman had explained it to her already. The concoction that had birthed her body would wear off in less than a day's time. Soon she'd go back to being a stuffed child's toy, sitting on his shelf all day long. That itself was't so bad. She'd dealt with it just fine. But...

She had one thing left, to let herself feel like a real pony.

"I need you, Macintosh," she whispered into his mouth. "Make a mare out of me."

Smarty rolled over and rose up underneath him, pressing her backside into his strong chest. The bed squeaked in protest, but they were deaf to it. She reveled in how naturally their bodies seemed to fit together. He nuzzled at the side of her neck, and she returned the favor.

Something brushed against her belly. It was hot and dry and hard as a rock. She inwardly wondered, just how was that thing going to fit all the way. They'd make it work.

Macintosh shuffled back a step -- she shivered at the sudden loss of contact -- and reared, mounting her from behind. Hooves like oak trees planted themselves along her shoulders, and the breath went out of her in a solid whumph! of air, but she held.

Hot breath in her ear. He adjusted himself forward a bit, and there it was, something prodding at the soaking wet junction of her loins. It only took him two tries to line himself up, and --

"-- Oh!"

There it was. She could feel the very tip of his cock parting her folds. Already she felt herself clenching, trying to draw him in and suck out his very essence. But he didn't move beyond that.

Smarty had to give it to him. Macintosh was a gentlecolt to a fault. But this was not the time for chivalry. She needed raw, primal stallion, and she needed it ten seconds ago. "W-well?" she demanded of him. "Rut me, already!"

He answered with a brutal snort in her ear.

The next several seconds were the most painful of Smarty's entire life, short as it was. Something huge and solid came in from behind, ripping her in half from the inside out and oh Celestia how the hell could she manage this it was too much damn it all to Tartarus why did this feel so good --

She was aware of somepony filling the room with a long, lust-filled caterwaul. It took her a while for her eyes to uncross and focus. Even longer to come to terms with her position. She wiggled herself a bit, confirming it, just to make sure. Macintosh's hips firmly pressed into her own. He'd hilted himself. Smarty let her tongue hang out. She never felt so full...

He began to move. The initial pain faded from a sharp spike to a dull throb, but it was quickly eclipsed by a rising tide of new, pleasurable sensations. She could feel every inch of him as he slid through her love passage, out, out, further still... she couldn't believe she'd fit the whole thing. Finally, she felt her lower lips wonderfully stretched as his flare came dangerously close to leaving entirely.

Smarty's insides clenched in poorly-repressed desperation, seeking something to squeeze. She pitifully whimpered.

A heartbeat later, Macintosh obliged her.

Thwup. Thwup. Thuwp.

In and out. In and out. In and out. Smarty cried out little each time he burrowed his way inside, the most rewarding feeling she could ever have imagined. Macintosh settled quickly into a rhythm; long and slow, letting her savor every throbbing vein of himself against her velvet walls. She could feel his balls slapping into her clit with each thrust, spiking the strong throbs of pleasure with a jagged spike of ecstasy.

"Ooo-ooo-ooh yee-eee-ess..." she moaned into him, frantically licking and kissing at the underside of his jaw as he bent his head to the task. This was wonderful. This was heaven. This everything she could have ever wanted, and then some. Here she was, with the stallion of her dreams, and he was mounting her in his very bed, rutting her like a mare in heat. She bit her lip until it bled as a fresh jolt tickled her nerves.

It was almost a challenge to stay lucid enough to properly enjoy herself; as the crimson stallion pistoned himself into her, she saw her vision pulse in time with their lovemaking. Blood was roaring in her ears and her heart was hammering itself against her ribcage, but if her squeals and cries of satisfaction were any indication, she was doing just fine.

She tried experimenting; clamping shut on him as their hips slapped together, letting his flare drag on every facet on the way out, forcibly relaxing herself as he plunged inwards, almost sucking his girth inside. Macintosh groaned, a deep and masculine rumble in her ear, and she loved every second of it. His thrusts were becoming less controlled, his tempo kicking up a notch. She could tell he was barely holding himself back.

"H-harder," she whined, "this is amaaa-aazing!"

Whatever damn he had erected for himself must have eroded at that point, because Macintosh finally allowed himself to cease from existence, replaced by a snorting, lusting stallion with the scent of mare burning in his nostrils. In one rough motion, he swept her forelegs out from under her. Smarty fell face first into the pillows, and huge hooves brutally planted themselves on either side of her head. With her ass now raised as high as it could go, Macintosh seized the back of her mane with his teeth and held on like a bullrider. With another wild growl, he redoubled his efforts.

THWAK-THWAK-THWAK-THWAK-THWAK!

Smarty's eyes rolled back in her head. The burning fires in her loins were getting hotter and hotter, to the point where she felt as if smoke was pouring from her rear; a most amazing burn that stretched to every corner of her insides. Macintosh had indeed been holding back, she dimly realized. Before, they'd been making love. Now...

...He was fucking the absolute hell out of her.

It was raw, it was pure, unadulterated instinct. She was in bliss. She was bliss. Rough panting on her neck, a spine-tingling blast of furnace-like breath. The sweaty slip of fur on fur, soaked through by love juices. The hot, determined masculine growls. Every current of air tickled every hair on her body. She was here and there and everywhere at once. Pleasured wails and moans that ripped themselves out of her throat. She was making him hers, claiming his essence for her own, welcoming him inside and never letting him go, milking him for all he was worth.

She wasn't sure how long she dwelt in that elevated state of being. Time seemed to flow erratically, sometimes oozing by to the point where she could lazily watch the sweat fly from their heaving bodies. Sometimes it jackhammered along, giving her rough impressions of one instant after another, her thoughts flickering between something conscious and something deeper, something that dwelt in the deepest part of her.

She didn't care. Everything was right in the world with him inside her. She was whole.

His strokes came in a sudden burst of speed. Erratic, desperate for release. She could feel his cock swelling inside her, she knew he was about to blow. She pushed back at him with every forward thrust, all but impaling herself in the most satisfying of ways. The burning had become overwhelming now, and it was still getting hotter with each passing second, each groan and squeak of the bedsprings.

She teetered at the edge of nirvanna.

Macintosh's hips slammed into hers one last time. The pressure finally gave way in one final cataclysmic surge. Smarty screamed herself hoarse into the pillow as she came again and again and again. Boiling hot lava poured inside of her as his dick flared right up against her innermost sanctum, cumming buckets into her womb.

It seemed the tide would never end, but eventually, the surge dwindled to a trickle, and both ponies finally drew still.

Heaving mighty breaths, Macintosh collapsed to the side of her, pulling her along with him. Smarty panted as she nestled against his chest. His cock was still inside her, and slowly growing softer, but she didn't want it to leave just yet. She was exhausted and sore in all the right places. Smarty craned her neck backwards and gazed into his leaf-green eyes.

Macintosh tiredly smiled at her. They nuzzled eachother, no more words needed to be said.

As one, stallion and mare drifted off into the night...

Zecora leaned back against the wall of her hut.

A thick puddle had formed on the ground between her legs, and the satisfying ache she felt there spoke volumes to her efforts. Shaking out a tired hoof, she whistled softly to herself.

"Forgive me for my language, so rude I am usually naught..."

Before her, the cauldron had finally faded, reflecting nothing but dim firelight and a wooden roof.

"But shit. That was hot."

A rogue wind tore through the tranquil stillness of Sweet Apple Acres.

The top of the silo remained empty, as it had been for several days now. The first hints of color were beginning to flush the vast orchard, a display of fireworks nature put on every year to herald the coming change of seasons.

Idly, Macintosh watched a leaf fall past him as he trundled along through the glades. A full cartload of apples bounced merrily along behind him. The stallion sauntered slowly along, unburdened by the load, a small smile upon the corners of his mouth. He shifted his sprig of wheat from one side to the other.

It was a good day today.

There was a nip in the air, brought by a colder wind from the east. He sniffed at the air. It told him the first frost of the year wouldn't be too far away. The weather team was like clockwork.

Farther ahead, the outskirts of Ponyville beckoned to him. He picked up the pace, kicking himself into a slow trot, easily eating up the distance with his long stride as the dirt path gave way to cobblestone.

A friendly face would pass by. He waved and usually had more than a few kind words to say. A few of them stared at him openly, as if something were amiss. That was fine with him. It was a good day today.

Arriving in the market row, he slowed himself to a halt and shrugged the harness off, before kicking blocks under the wagon wheels. Almost as an afterthought, the stallion propped up the doll sitting in the seat so it could see the stand. With that, Macintosh set out his wares and opened shop.

Customers came and went, not too slow, not to fast, but enough so that a steady trickle of golden coins began to accumulate in the money box. He made sure to choose the best of what Sweet Apple Acres had to offer. Only the brightest, fullest apples made it to the Ponyville market. The rest were for whatever Applejack allocated. Probably pies, this year. Some hotshot athlete pegasus from the city with bits to spare seemed to buy them by the wagonfull. As long as it kept the coffers full, he figured.

Eventually, a pretty fuchsia mare made her way up to counter.

"Afternoon, Mac," said Cheerilee.

"Afternoon, Miss Cheerilee." He tossed her an apple, grinning his small grin.

The schoolteacher paused, squinting at him, before finally deciding, "You seem different today." She took a bite of the apple.

Macintosh chuckled. "Feel different, too. The usual?" At her nod, he began to count out the order. He could feel her eyes upon him as he worked.

She finished her bite of fruit. "Any particular reason?" she wondered. "You look... I don't know. More." She gestured vaguely to him.

"Oh?" Macintosh set the filled bag on the counter,

"Mmm. Yes." Another bite. Chew. Swallow. She was taking her time, just watching him. He didn't mind, really. It was a nice day, after all. "And its nice to see you smiling again."

"Well Ah appreciate that. Ah'd like to add that yer smile looks mighty fine as well."

She giggled, blushing a little. "Aw, t-thanks. Six bits?"

"Eeeeenope!"

"Three?" Cheerile mockingly sighed. "What am I going to do with you, Mac?" Digging through her saddlebag, she produced the coins and placed them into his hoof. "Well, you have a nice day..." she began.

"Hold on, just a sec," Macintosh stepped out from behind the stall. The stallion shuffled his hooves a bit. "Look, uh..." Suddenly nervous, he glanced around his shoulder, to the ragged old child's toy on the wagon. Maybe it may have been just a trick of the light, but he could have sworn the doll winked at him, goading him on.

Macinotosh turned back.

"Wanna do something later tonight?" he blurted.

She looked surprised at first. Maybe she never actually expected him to take her offer seriously. Maybe she thought he wouldn't have the courage to try again. Maybe... she had given up on that spark. A lot of things were possible. None of them really mattered to him, though. Just the question.

But Cheerilee beamed.

"I'd love to."

Author's Note

First time writing clop. Something I've been curious to try for a long time. I've seen oneshot sexytimefics hit the box with regularity, and mostly I thought they were garbage. Just... smut. So I knuckled up and let this one out of the cage. It didn't flow like most of my other stuff, it sort of drip-drip-dripped, nice and slow, letting me tweak it as it went. I realize it isn't perfect, shit, my first time with this sort of thing. But any criticisms are appreciated, good or bad.

Thanks for reading my horse porn ...you sick fucks.