The Ursa That Ate Manehattan

The ocean began shaking violently, indicating something big was approaching. Dozens of Equestria’s finest tanks lined the shores of Manehattan, much to the anger of the tourists who were being evacuated from the beach. "What is going on?" A rich tourist complained. "I demand an explanation!"

A dim-witted private stepped up to address the tourist’s complaints. He read slowly off of a notecard. "President Discord has issued an executive order that citizens of Manehattan evacuate, or find a safe place underground to hide until the all clear is issued. P.S. If the civilian is panicked attempt to calm them by speaking in a calm, reassuring voice. Oh, umm... I don’t think I was supposed to read that last part." He blushed. "Erm… Regardless, you still need to leave, ma’am."

A red sports car pulled up to the beach parking lot. Daisy and Oranos jumped out of the front seats, and Lily and Doctor K were close behind them.

Doctor K just grinned. "Oooh... Look at them. They have no idea what's coming..." He quivered with anticipation as the waves got higher and higher.

Oranos spread his wings and flew towards the beach, landing next to the belligerent mare and the clueless private. "Look, ma'am... What’s coming out of that water is more than just a storm! You need to get out of here now! Your vacation can wait, your life can't."

"Oooh… Why do we have to be here?" Lily whimpered. "Shouldn’t we be on the complete opposite side of the city!?"

"No, we’ve got to be here for Trixie." Said Daisy. "To let her know that we’re in the film with her. That might get her to stop. That and we need to warn these jarheads not to shoot at her."

"But you saw what she did at the lab. What makes you think she’ll listen now?" Lily gulped.

"Yeah… But she might not know we’re in the film too. We’re just going to have to hope Trixie will listen to reason once she finds out her friends are here with her." Said Daisy, looking up at Oranos.

"They sure brought a lot of military personnel… I've never seen so many tanks and soldiers in one place." Oranos rolled his shoulders. "President Discord is clearly taking this seriously. It’s almost as if he knew Trixie was coming." He sighed. “Regardless, I guess we should head on down and tell them to hold their fire.” He walked towards the beach.

In the middle of the commotion was a disgruntled-looking pegasus Sergeant, cursing out every other soldier that came into earshot. “Those paper-shuffling jackasses! How the hell do they expect us to set up a perimeter if they keep short-changing us on supplies!? You there, get those rockets set up! You, get G company their bazookas! You, get that fucking jeep out of the way, and you...” He pointed towards Oranos. “A civilian!? How the hell did a civilian get back onto this beach!? I’ll have somepony’s ass for dinner!” He roared.

“Sir… I have to warn you, you can’t use your magical weapons on...” Oranos started, but the Sergeant was having none of it.

“Get this fucking civie off the beach! God-damnit! There is an evacuation in effect, numb-nuts! Don’t you have any idea what’s coming!?” The pony bellowed.

“Yes. More than you know. And if you shoot at her, you’re just going to make her more powerful!” Oranos grunted as a pair of soldiers grabbed his arms and started escorting him off the beach. “Please! You’re making a mistake! You can’t fight what’s coming! You’re being sent to your doom!” He shouted as the soldiers tossed him into the parking lot outside the perimeter.

"Any luck with telling them not to shoot at her?" Doctor K asked sarcastically.

"Grrrr… None." Oranos shook his head. "All the soldiers seem dead-set on clearing the beach and shooting up whatever comes out of the bay."

“That’s soldiers for you.” Said K. “They’re pretty much cannon-fodder in these types of scenarios. They only know how to do two things. Point. And shoot.”

Suddenly, there was a soft rumble, causing ripples of water to pulse throughout the bay. There was a great deal of commotion among the soldiers, who began shouting and getting into position. Helicopters took to the sky, trying to track the source of the disturbance.

“Move! Move! Move!” The Sergeant yelled. “All units! Man your battle stations!” He ordered his men up to the forward artillery. But then, much to his shock, he saw the waves were growing more intense, and flooding out the forward positions, causing the soldiers manning them to fall back. Palm trees and umbrellas were quickly swept up by the oncoming wave, and a low rumble filled the entire beach.

"Yessssss… I feel the tremors of her approach… My beautiful creation.." Doctor K said with an excited shiver as he felt the shaking becoming stronger and stronger.

"Oh my god! What is that thing!?" A soldier yelled, pointing out towards the bay as the water began to bubble and splash in a massive waterspout, a field of blue, water-soaked fur rising out of the depths.

The massive blue bear-mare rose out of the Manehattan Bay, capsizing dozens of tiny boats as her gigantic body displaced the water. As she rose out of the water, her mouth opened wide and she snapped one of the helicopters up in her mouth, chewing it like a tasty morsel and swallowing it, pilots and all. Screams increased through the city, both from the soldiers and the civilian population as they realized the sheer scale of the monster that was now taking residence in their bay. There was a long pause, and the screams slowly died down as the panicking ponies started to take in what they were seeing.

A smirk came across the creature’s face. And then “RROOOOOOOOOAAAAAAAAARRRRRRRR!” she bellowed, her titanic shout audible across the whole city, eliciting dread into the hearts of those who heard it.

"Open fire!" The soldiers opened up with a volley of magical energy weapons. Machine gun fire, artillery, mortars, they all started slamming into Trixie’s gigantic blue body.

A look of sadistic glee filled Trixie’s face as she looked over the mobs of terrified citizens fleeing into the city, the stoic determination of the Equestrian army being the only thing that separated her from them. "Ha Ha Ha! Fear me worms!" Trixie laughed. "Bow down before your future goddess!"

"Well… That’s a greeting that just yells ‘please shoot me...’" Daisy groaned, rubbing her temples with her fingers. “Ugh… And it shows she’s completely sentient too.”

"I think she was more subtle when she was feral in the original." Said Oranos. “She seems too have gone totally power-mad.”

"Ooooh." Doctor K smirked. "Did you notice that she’s bigger this time around too!? She’s easily six to seven hundred feet tall! While in the original script she was only half that size! What do you think she’s going to do now!?"

"Eep!" Lily whimpered. "Fuck this! I’m not sticking around! You all talk some sense into her, I’m not going to get stomped on!" She ran to the car in a panic.

“Lily! I… Ugh… Fine!” Daisy folded her arms as she watched the terrified mare jump in the car and speed off down the road with the rest of the evacuating city.

A low moan filled the area, and the trio of remaining cast members turned to see Trixie being completely soaked with weapons fire.

"She's perfect!" Doctor K’s eyes lit up as he stared upon his creation, a slight tinge of disappointment coming over him as the smoke from the magical weaponry obscured Trixie’s form.

Trixie smirked as the soldiers kept shooting her. While normally this would have provoked the giant mindless monster into attacking, instead Trixie just stood there, ignoring both her friends and the tiny soldiers shooting at her as she literally soaked up gunfire, the magical energy being absorbed into her body. She purred as the artillery blasts covered her in smoke, her moans intensifying as the army fired more and more magic into her. "Mmm... Yeah. That's it boys. Keep firing for me..." She said softly and began to massage her breasts, much to the joy of many soldiers on the beach.

"Keep up the assault!" Yelled Captain Soarin. "Don't quit shooting till the barrels melts!" He grit his teeth, encouraged by the moans of what he assumed were agony inside the cloud of smoke. The moans the giant ursine was making got louder and louder, culminating in a loud scream that was so tremendous, it cracked windows for blocks around the shore.

"Oooh… That doesn’t sound good." Daisy gulped, her ears drooping in worry.

"It’s a sound I’m quite familiar with..." Said Oranos. "But it’s never scared me before." He bit his lip.

“Cease fire!” Soarin ordered. “I think we got her!” He whooped.

The entire beach erupted with cheers of victory, and the soldiers began celebrating and hugging.

“Oh Celestia...” Oranos gasped. “They have no idea what they’ve done...”

“They’re celebrating their doom!” Daisy covered her mouth. “Those damn fools! We tried to warn them!”

“They have no idea what’s coming...” Doctor K grinned.

The smoke cleared and the sounds of soldiers hooting and cheering their victory slowly faded away as they gazed upon the colossal figure looming above them, around fifty feet taller than she was before they had so foolishly fired upon her.

"Aww… How thoughtful of you.” Trixie’s voice boomed. "While I appreciate the welcome committee, I must say, your weapons were less than effective." She raised a foot over the beach and set it down in the parking lot Lily was in mere moments ago. She crouched down, letting the army see her leaking pussy. "Still… That was a wonderful orgasm you gave me, boys. Wanna see if you can coax another one out?" She smirked.

Some of the soldiers instinctively began firing at Trixie’s pussy, much to the horror of their officers and more intelligent cohorts, who were just now realizing their mistake. "Cease fire! Cease fire!" They called out. “It’s only making her bigger!”

"This is crazy...” Oranos muttered. “Doesn’t she know what she looks like from down here!?”

“We need to get her attention..." Daisy looked around and saw a supply jeep in front of her, the soldier who was supposed to be guarding it running away in a mad panic as he realized he was no match for the giantess in the bay. Daisy pulled a flare gun and bullhorn out of the back of the jeep just as most of the firing died down. "Trixie!" She yelled into the bullhorn, before firing a flare into the air.

"Hmmm?" Trixie paused at the sound of her name and looked down towards the flare, rubbing her sex in lust now that her army toys had stopped firing. "Ah, hello Daisy, Oranos. Doctor K. Nice to see you again. Like the new look?" She loomed over them with an amused smirk.

"Oooooh Yesssssss..." Doctor K Moaned. "I love it…" He bit his lip and began sweating.

"It certainly is something..." Said Oranos. "You’re much fuller around the waist than the CGI guys made you...” He grunted, trying to hide his arousal.

"Ooooh. Thank you." Trixie grinned. "I'm loving all the power that comes with this body. It's amazing." She hugged her boobs. "You guys have no idea what this is like. I’m actually the Ursa that ate Manehattan! This is a dream come true for me!"

Oranos gulped. "T-Trixie… Erm… I’m happy for you, and I’m glad you’re enjoying yourself so much. But we need to… figure this out… We need to get you back to normal… We need to get out of this crazy film world..." The pegasus said slowly, feeling his fear increase with every one of Trixie’s sensual moans.

"Go back to normal!?" Trixie laughed. "Why would I possibly want to do that?" She gently suckled her own boob. “This is my ultimate fantasy!”

"This didn’t just happen by itself.” Said Oranos. “It’s Discord! He’s the one pulling the strings! He’s the one who made this movie universe and allowed you to grow! We don’t know why he’s doing it, but… well, you don’t want to play his game, do you?"

"Look, I don’t care why this is happening!” Trixie rolled her eyes. “This is my fantasy, Oranos. Do you not understand that!? I'm huge! An entire army is standing between my legs, looking up at my perfect pussy." She winked to the soldiers beneath her, watching with glee as a dozen of them dove out of the way of a drop of her arousal. "This was my dream role! I loved playing this out, and back then I was just wearing a CGI suit and stomping on model cars. This is real, you guys! I've actually become a gigantic monster capable of demolishing an entire city by myself!" She flexed her arms.

Daisy was not amused with the situation, and unlike Oranos, was not willing to put up with her co-worker’s nonsense. "Trixie! Just what the hell is wrong with you?! You could have easily crushed somepony, including us! You don't exactly have a small foot! We don't know what Discord’s plan is, but it seems probable that he wants you to behave this way! So why don’t you just calm down and let us try to help you?"

"Heh" Trixie chuckled. "That’s easy. To put it in the most simple terms I can, I like power, and I like to be big. Is that so wrong?" She smirked sweetly. "Now… If you’ll excuse me." Trixie licked her lips. "I have a city to consume!"

Daisy and Oranos could only stare up in shock as Trixie announced her plan to destroy Manehattan. "I think this is the part were we run..." Daisy whispered.

Oranos gulped and nodded. "Right... Umm well… We'll leave you to it Trixie… Don't mind us… We'll just be on our way..." He said, slowly walking backwards away from Trixie's towering form..

"Yeah... You're not going anywhere." Trixie licked her lips. "Ever since we were working together, I always wondered what it would be like to actually crush and eat you. What you tasted like. And now... I'm going to find out!" She leaned towards her old friends, when suddenly, the army began their renewed assault, firing a massive amount of obsolete lead ordinance at her, much of it hitting her squarely in the crotch, making her pause to moan orgasmically. "Oooogggh..." She groaned. "Hey… What are you using that old junk for?" She pouted. "Bring back the magical ammo!"

"Run for your lives!" Oranos and his friends turned to run, taking full advantage of the distraction as they darted towards the city.

Trixie glanced over, seeing them running. She knew she could have caught them with minimal effort, but she was okay with letting them go for now. "Fine. Go on and run, my little ponies." She turned back to the army. "I’ll catch up with you later..." She licked her lips, a drop of glowing drool landing in the middle of an army formation.

The soldiers screamed and broke into a panic. Some of them ran for the city, others started firing at the giantess again with whatever they had on hand, whether it was harmless lead bullets or detrimental magical rounds. And a few even dove into the ocean, hoping to swim away from the massive mare-bear.

Trixie in the meantime had gone totally sexual. She started picking up soldiers and shoving them into her aching vagina, the soldiers frantically firing off their weapons inside of her, which only served to make her even more aroused. "Oooh. You boys spoil me. I'm gonna cum in no time at this rate."

The soldiers didn't know what to do. This was well beyond anything they had seen in any sort of training. The possibility of a giant mare using their comrades as sex toys was something they had never prepared for. They started dropping their weapons and deserting in a massive rout, their morale and command structure completely demolished as the giant mare raked her fingers through their ranks, stuffing them into her crotch by the hundreds.

“How… How does she have so much room in her crotch!?” Oranos looked back as Trixie stuffed entire battalions into her pussy. “I mean… I know it’s deep, but it’s not THAT deep!” He panted.

“They’re not staying inside of her.” Explained Doctor K. “They’re becoming a part of her! She’s absorbing them with her pussy!” He looked back and smiled.

"Ooooh… You should have fled when you had the chance!" Trixie moaned at the soldiers cowering beneath her. "Now, face the wrath of my pussy juices!" With one last mighty stroke, her massive cunt unleashed a torrential deluge of fem-juices, which exploded out of her crotch towards the beach like a barrage of artillery fire.

The surge of marecum slammed into the beach, sending the tiny soldiers flying everywhere. "Get down, private!" Commander Soarin pulled one of his troops behind the tank as thousands of gallons of heavy cum plummeted onto their position. A car-sized droplet landed right in front of the tank they were using for cover with such impact that the weapon flipped and just missed crushing them.

"Haha! Suffer my juices, insects! Hnnnfhfff! Just my orgasm is enough to destroy the greatest army the world could possibly throw at me! What could possibly stop me now!?" Trixie laughed maniacally as she finished her orgasm. Almost all of the troops on the beach were now stuck in her fluids, and those lucky enough to have avoided it were fleeing into the city.

Trixie walked onto the beach and through the battalion of trapped soldiers, smushing them under her paws and absorbing them. She picked up one of the abandoned tanks and inspected it like a toy. “A mighty weapon… A testament of Equestrian wartime technology… To me… just a bit of rubbish.” She casually peeled the vehicle open, revealing the terrified crew inside. “Hmmm. Yes. This mighty feat of pony engineering is nothing to me but a candy wrapper.” She casually stuffed the screaming tank crew into her erect nipple and tossed the crumbled tank hull into the sea.

The soldiers still on the beach just gulped and whimpered as they saw Trixie crouch over them, her attention focused on the few thousand who had survived her onslaught.

"Aren’t you a buncha cute lil’ soldiers?” Trixie smirked. “Some of Equestria’s finest, I’m sure. Stand at attention and salute your new goddess." She ordered.

The ponies on the beach looked up at her in confusion, the delay irritating Trixie a great deal.

“Now would be nice.” Trixie casually brought her finger down on a pair of soldiers as casually as one might crush a pair of ants. She held up the index finger to the remaining marines, letting them watch as their brothers-in-arms dissolved into more mass for the power-hungry mare.

The soldiers had little choice but to do as she commanded. They all stood up and saluted the kaiju mare, though many of them wore looks of hatred or despair beneath it.

"Good." Trixie smirked, loving the power she held over the mob of soldiers. "Now... Why don’t we get you handsome lil’ guys out of those dirty uniforms?"

"Seriously?" A soldier mumbled.

“She’s pretty clearly getting off to this...” Soarin mumbled. “Just do what she says...” He sighed and slowly started to remove his attire.

"Oh, yeah. Get those cute, lil’ pony dicks out. Show em’ off nice for the Great and Powerful Trixie!" Trixie chuckled and the army prepared their equipment for inspection. She casually rubbed at her pussy as she watched the soldiers strip, until each and every one of them were naked. "And do a bit of test firing as well. Just to make sure they work." She grinned.

“What a perverted freak...” The soldier next to Soarin mumbled. “Does this oversized whore really think ponies are going to worship her?”

“They will if they don’t want to become a part of her...” Soarin whispered, wiggling his hips back and forth. “Now start rubbing...”

"There we are...” Trixie cooed. “That's a good bunch of little soldiers, you keep this up and I might consider using you as worshipers rather than toys." She massaged her pussy. “The Great and Powerful Trixie does enjoy a good audience. And I do love to perform. Why don’t you put all that pent-up testosterone and adrenaline to good use? Go ahead and masturbate to the sight of me. I demand it.”

All throughout the beach, the soldiers took hold of their penises and began to stroke them. Some of the stallions were already erect, while others had to give their members some prodding in order to get them to stand. A few ponies simply stood there with their arms crossed, but most abandoned that idea after Trixie absorbed a few ponies who defied her orders.

“Ooooh… Yes… That’s it boys. Rub for me… Rub them good...” Trixie beamed as she started to hear moans and gasps coming from the beach as the soldiers started to orgasm. They were putting out some highly potent loads, but all their semen combined couldn’t have even come close to the small lake Trixie’s cunt could produce with every orgasm. “Ahhhh…” Trixie came once more, her massive pussy dumping a massive load of cum into the bay, making the combined orgasms of the thousands of soldiers look pathetic in comparison.

Soarin looked down at his cock and panted. As much as he hated to admit it, he had cum, and the tip of his penis was leaking a large load into the sand. He had wanted to hold back, to not give this monster of a mare the satisfaction of having broken his will. But between the scent of her arousal filling the whole beach and the sight of her enormous breasts, he couldn’t help himself.

“Thank you for the entertainment, boys.” Trixie chuckled. “You really showed me a good time. But I grow bored of watching Equestria's finest humiliating themselves. I'm gonna go hunt down my old friends, and that asshole Filthy Rich." She stood up and moaned. “Oh, and if you’re smart, you wont try to stop me. You gave me a good show, you may as well enjoy the one I’m going to give to you.” She smirked and stomped into the city, absorbing a few dozen soldiers in the process.

The troops who were left were in no condition to fight off such an enormous beast. Many of them were fatigued, and their orgasms had helped sap their motivation. The sight of their comrades being wiped out so easily under simple footsteps further caused many of them to want to raise the white flag. But a few brave souls persisted, including Captain Soarin, who stepped forward in front of the demoralized troopers. “Are we just going to sit here and let her demolish our city!? Or are we going to stop her!?” He stood on top of an overturned tank, trying desperately to sound inspirational.

Only for his question to be shot down with a simple, yet stinging retort: "How?” Asked a soldier.

The pegasus blinked and rubbed his mane. “Well… I didn’t exactly plan that far ahead. But we’ve got to do something! We can’t just leave our citizens to be stomped on by that monster!”