Clockwork Orange knocked on the door of the apartment, a familiar voice calling out, “Come in it’s open!” Clocky opened the door and walked inside. “Hey Nomi, I figured I’d stop by!” he called out, not seeing the mare just yet. “Especially since you told me you had a new video game I wanted to try out!”
“Yeah, sure, make yourself at home!” called back Nomi. Her voice sounded like she was in the kitchen. “I’m just getting me a snack!
Shrugging, Clocky plopped himself down on the couch, picked up the controller, then fired up the video game. The controls were simple enough for the RPG, which was one of Clocky’s favorite genres of games. It was a love/hate relationship, though, as he enjoyed the various gameplay styles each one offered, he just was never good at fighting bosses. He had trouble following attack patterns as well as leveling up his party enough to have a chance to beat them.
While he was playing, he reached the first boss of the game. A glance showed he once again was under-leveled for the encounter. And he was so focused on the game he didn’t notice Nomi had appeared behind the couch, watching him play.
“Gah! Come on!” Clocky complained as his character took a critical hit he could have easily dodged. “This is the first boss of the game, why am I having so mu-” His words cut off as the screen flashed up a game over screen. He sat there for a few seconds before he tossed the controller onto the couch in frustration.
“Dammit, every time! Bleh, I’ll try again…” he muttered while reaching to pick the controller up again. Before he could get the controller, though, Nomi had grabbed it, hopped over the couch, and landed on the opposite end from Clocky, playing on the unicorn’s save. “Hey! Nomi, I was gonna-”
Before he could finish his thought and In less than half the time it had taken Clocky to die to the boss, Nomi had defeated him like it was nothing. “There you go! First boss defeated!”
Clocky gave a small whine and looked down at the couch with a frown. “You didn’t even give me another chance to try..:”
Nomi glanced up at Clocky with a smirk. “Oh, don’t be a crybaby, Clocky,” she consoled, a hint of condescending in her tone. “Look, I’ve got another boss for you to beat!”
Clocky glanced up from the couch and turned to face Nomi, a look of happiness on his face. “I can take on the second… boss?”
Clocky’s words trailed off at what he was staring at. He was face to face with the tip of Nomi’s large cock. The musk and pheromones knocked him for a loop, though only briefly. Did she want him to suck her off? It was in that brief moment of musk aided confusion that Clocky found his head shoved into the tight confines of Nomi’s cock. It took nearly all his strength to resist the potent musk as he was pulled into the cock.
As he sank downwards, a slight glint of something caught Nomi’s eye. There, on his left hoof, was a rather expensive looking, custom made watch. A watch that Nomi knew would look better on herself. And besides, he wasn’t going to need it anymore, so why shouldn’t she take it? So before he slipped too far down that his hoof would be inaccessible, Nomi snatched the watch right off Clocky and put it on her hoof. “This will make a nice trophy~”
And throughout the entire process, Clocky struggled both to free himself and not get overwhelmed by the musk clogging his nose. Not that any fighting he could do would help. Sometime between shoving Clocky’s head into her cock and her snatching the watch as a trophy, Nomi had hopped off the couch and pointed her cock up toward the ceiling. So despite any struggling, gravity helped pull the poor unicorn pony deeper inside.
Seconds passed and turned to minutes, the lewd sounds of the pony getting gulped by the cock filling the apartment. The only fighting left for the poor unicorn pony sinking deeper was the flailing of his back hooves which did absolutely nothing to slow his descent. Eventually, his back legs were the only part of him sticking out of the tip of Nomi’s cock though his own cock was mostly buried inside. The only part of his cock still visible was his balls.
“Wow! Couldn’t beat the second boss either?” asked Nomi in a derisive tone as she watched the bulge Clocky made slipped closer and closer to her balls. “Looks like it’s game over for you!”
With one final powerful flex of her cock, Nomi slurped the rest of Clocky down. As he curled up as best he could as he was deposited inside, his size bulged out the balls. In fact, Nomi’s nuts were so full that it looked more like a beanbag she was sitting on and less like she was sitting on a testicle receptacle.
Wasting no time Nomi began to slowly grind her twitching, dripping cock against her stuffed balls as she began to digest her pony prey held inside. Her balls were stuffed full, a feeling she hadn’t felt in some time. It had been so long that she completely lost herself to the pleasure caused by the full feeling of her balls and the squirms of the digesting pony inside of her.
“Ooooh wow…” she moaned out as she squished, rubbed, and humped against the squirming, complaining bulge underneath her. “You’re gonna make fantastic mare cum!”
“N-no! Nomi!” Clocky cried out as he felt the cum around him start to rise. Everywhere the white spunk touched Clocky could feel a tingling sensation. A sensation that was spreading. And not just spreading. He could feel parts of him transform into more of the mare’s spunk and drip off into the rising pool. “Let me out! Please! I’m melting!” He paused only briefly as he felt more of himself tingle and melt. “Please!”
But Nomi paid no mind to the digesting pony’s protests. Instead, she watched as the former pony’s cutie mark slowly appeared on her balls as he was transformed into her spunk. Once the cutie mark was fully formed, Nomi would know when her prey was fully transformed. The thought of fully turning a pony to spunk spurred her pleasure on. She began to masturbate furiously. Hooves on her shaft, humping and grinding against her beanbag sized balls.
Nomi could feel her release building as the cum sloshed audibly in her balls. With Clocky being a full-grown pony, he had turned into a LOT of spunk. Enough spunk that she’d risk completely splattering the ceiling with the cum. So at the last second, Nomi decided to take what was left as a trophy; She slipped a condom on the tip of her cock.
The feeling of the smooth rubber of the condom slipping on her tip very nearly set her off then and there. But she had just enough control to get everything in place. Now nearly over the edge, Nomi sat back on her haunches at let out a loud cry of pleasure as the first ropes of cum erupted from her tip.
With how much spunk was stored in her balls, wave after wave of cum was pumped out into the industrial-strength condom. With each spurt, Clocky’s cutie mark faded away. Slowly the condom grew in size to catch the spunk. At one point, however, Nomi cringed slightly; something solid felt stuck inside of her. And the pressure was building behind it. She grunted and groaned until the offending item finally came loose and rocketed out of the tip of Nomi’s cock. Suspended in the cum floated Clocky’s glasses.
With the blockage now free, there was nothing in the way to stop the full release of Nomi’s prey. The condom continued to expand as it was filled almost completely before both the flow of cum stopped and Clocky’s cutie mark completely disappeared.
“A-AH!”
Spent from her pleasure, Nomi let herself slump forward onto her newest ‘waterbed’ like she had used so many transformed ponies before. No sooner and she let herself go limp, however, Clocky’s glasses poked the inside of the condom and caused it to pop. The cum held inside spilled out onto the floor below, the offending glasses sliding through the goop that was left of the transformed pony. It came to rest on the floor in the cum puddle underneath Nomi. The cum nearly got on her hoodie and her new watch.
“Oh gross!” she complained, standing in the large, spreading puddle of cum as she watched the popped condom leak its’ contents out. “You didn’t last long at all.” She shrugged in indifference and wandered off to get cleaned up, letting the cum puddle dry on the living room carpet and permanently stain it.
