Big Mac's Backdoor Breakthrough

by Vis-a-Viscera

Rating: mature
Tags: My Little Pony: Friendship is Magic, Porn, Sex, Fetish, Big Macintosh, Thorax, Anthro, Drama
Length: 8489

Big Mac came to broker a deal. Thorax gave him one in the back alley.

A visit to the Crystal Empire for a Zap Jam deal gives Big Mac, after the Sisterhooves Social, a chance to broaden his horizons - and his wardrobe - with a delightfully appreciative audience. One of them is hiding a little extra beneath his coat as well; he's the wayward changeling Thorax, fresh off a tentative friendship with Crystal rulers Cadance and Shining, and his discovery of Mac's libidinous struggles leads him to solve that friendship problem with his tongue and ponut...

Collabbed this fic with Jackelope: if you're looking for a commission, however, just follow this handy link's instructions.

Pic credit goes to Tobias1997 on DeviantArt; the full picture's a bit NSFW, of course.

Thanks to Jackelope and Steel Quill for pre-reading/editing.

WARNING: The Mac that Smiles Back: GOLDFISH
KINK WARNING: ♦ Male/Male ♦ Oral ♦ Anal ♦ Rough Sex ♦ Backalley Sex ♦ Crossdressing ♦ Comedic Elements ♦ Cock Worship ♦ Handjobs ♦ Cumflation ♦ Creampie ♦ And a Sizzling-Hot Stallion/Shapeshifter Sex Romp

Published 2020-07-27 19:00:00 UTC
Last updated 2020-07-27 19:00:00 UTC

Changeling The Game-Plan

“Now, don’t ya get turned around while you're in that sparklin’ city, ya hear? We expect ya back safe an’ sound - ya know how Apple Bloom an’ Applejack worry about ‘cha!” Granny Smith lectured, poking the larger stallion’s chest incessantly with her bony finger.

He nodded, sporting a slight - if somewhat uneasy - smile. “Eeyup.” Soft-spoken as ever, Mac adjusted the large satchel strap crossing his chest; with the blazing sun being taken into consideration, little else accompanied it on his body. A button-down shirt was halfway open, revealing a thin white vest that let the faint breeze brush across his toned chest. He wore a pair of jeans so tight it was practically painted onto his large, powerful thighs. And, to cap it all off, a short-brimmed trucker cap was perched on his head.

“Aw shucks, Gramma - no need to baby my brother so much!” Applejack said, coming to the rescue of her brother’s chest as she patted the elderly mare on the back. “Ah mean, jus’ look at him!” she said, gesturing to Big Mac’s imposing frame with her other hand.

Big Mac felt lucky that his fur was red enough to hide his fiery blush this time. Even after several years of getting used to his reputation around town, he still wasn’t all that comfortable with the town’s go-to example of a ‘stud’. The attention of various mares to his physically impressive frame made his tail involuntarily flick - never mind the flips in his stomach.

Even here, at the train station, some mares had covertly gathered to see him off - each one noticed by AJ promptly warded off by her stern look and Apple Bloom’s frown. Then again, discomfort over being the most sought-after bachelor in town was hardly a curse. Still, he was glad for this trip; a business deal in the Crystal Empire was just the place to get away from it all. Farming, smothering mares, and being Big Macintosh.

“Hey, yer train’s comin’!” Apple Bloom chirped, tugging on his jeans whilst her suntanned finger pointed to the incoming Friendship Express locomotive.

Big Mac half-turned, his eyes landing on the gleaming train, the elegant locomote chugging to a stop beside the platform.

“All aboard!” called out a stocky looking stallion in a blue cap, waving passengers onto the train.

The scarlet stallion let out a quiet sigh, relieved at its arrival - eager to get inside of it. Looking back to his family, they all wore encouraging smiles - even if Granny Smith was reluctant.

“One last thing, Mac.” Applejack jabbed a finger playfully into his shoulder, her large Stetson hat’s brim only barely coming up to the top of it. “Ah can’t stress enough what’s at stake here; we all know it. Gettin’ that Zap Apple deal with Autumn Gem means we can get down ta Filthy’s prices. Be short, be sweet, and play up some of that good ol’ Big Mac charm. Autumn Gem ain’t like any of the Ponyville jezebels, ya need ta do more than jus’ stand there in that city, ya hear?”

Coincidently, proving her point - although not exactly in the way she desired - the audible yelp of Strawberry Sunrise rang out as she collided into a trashcan by the station’s ticket booth. Of course, that was mainly because of her eyes locking on to Mac’s rump.

Applejack’s eyes widened at this, tutting in annoyance. “Dangit, not again - Apple Bloom, sic em’! We got another firefly!”

The redhead with the bouncing hairbow was at Strawberry’s side in a flash, pulling her off of the slotted can’s lip. Wiping off her plum sundress - and the corners of her mouth - Strawberry gasped. “S-sorry, Bloom. Don’t know what came over me…” she stammered meekly, her cheeks ablaze as she put her hands up defensively against the snarling young child. But even under her stare, Strawberry’s eyes drifted to the stallion once more, eying up his pronounced pelvis. Big Mac was made vividly aware of what Strawberry wanted to come over her.

Big Mac, suppressing his desire to eyeroll, courteously tipped his hat to her. It was enough to make her swoon again. He then wrapped his arms around Applejack, enveloping her in a warm hug that he repeated with both Granny and the little filly that returned to his side. After an “I’ll be seein’ ya,” to each of them, he turned to the train. He breathed in a deep breath and ambled closer to the station’s edge, clutching the strap of his satchel even tighter as he stepped into the car. Already, he feet the temperate breeze of a faraway place wash against his crimson coat.

The business side of his trip would only occupy a small fraction of his time there. He knew how the ladies reacted to him; getting the deal would be easy. The hard part came afterwards. It was also the part of his journey that etched the slightest hint of a smile at the ends of his muzzle.

Goodbye Applejack, Applebloom, Granny Smith… and me.

Perched on the edge of a humble hotel bed, one lithe leg was extended to run through the hole of a silken pair of panties, the other soon following as the flimsy piece of garment was pulled up by the straps to the waist. They were pulled up slowly, allowing them to savor the feeling of the strap running against their coat; the heart quickening in their chest.

In the center of the dainty garment, was an obscene and out of place bulge. It was a well-rounded outline that couldn’t have been of anything else but a huge pair of sloshing nuts and a sheath almost too small to contain the cock within.

The wearer smiled at the sight, delighting in how the hem around the leg holes slightly pinched into their large thighs. The way the silken material felt against the two apple-sized balls that stretched it taut wasn’t bad either. Snug, soft, and just a little bit teasing.

The panties were fun, but enjoyment was also found in the other articles. Stretching each of the thigh-high socks over their toned, lithe legs was sexy, for lack of a better word. There was something distinctly feminine about the act of adorning longsocks like this. Within seconds, that arousal that spawned threatened to leave them wanting for a dryer pair of panties.

The same went for the bra. Although ineffective and rather useless for their flat chest, it allowed them a moment to appreciate their body as others often did without permission. Their smooth, yet well-defined belly connected to his chest, two erect crimson nipples marked their excitement. Promptly they were hidden behind the triangles of a cheap yet luscious bra.

Finally, as they stood up from the bed, their sap-green eyes stared longingly at the beautiful flowing dress that hung from the door. Even now, the sight of its rich, shining expanse could draw a whole flock of magpies towards its majesty. Any mare who wore it on their body could easily draw in any thirsty stallion, and become the instant envy of the mares around them.

Despite its elegance, though it wasn’t overstated. This gown relied on a more natural form of beauty rather than a simple abundance of color and gems. On them, they knew it would emphasize their midriff and ass. Fortunately, it wasn’t form-hugging enough to bring attention to the conspicuous bulge between their legs. Their finger traced the collar, before their other hand joined it in removing it from the hanger, ready to complete their look.

They walked out reluctantly, their eager grin replaced with pursed lips and averted gazes, their small steps guiding them through the city. Their face, unusually androgynous normally, became a stunning altar to feminine beauty with the barest of makeup. Even if their green eyes lowered to the corners of their vision, they already saw the friendly grins of passing stallions. The longer they walked, the easier they found it to raise their chin, and soon their hands unclenched.

In that sprawling, sparkling sanctum, Big Macintosh smiled.

Ever since the Sisterhooves Social, the last time he’d gone the distance for the sake of helping his sister take the crown, his mind kept wandering back to what he’d worn then. The puffy dress, outrageous wig and splattering of makeup awoke something inside of him. He refined it in secret, growing fonder and fonder of the figure in the mirror, indulging secretly in this little hobby.

Even now, the thought of being mistaken for a mare by every stallion that passed him spawned a wolfish grin on his face. He didn’t know what that made him, now. He was a stallion, through and through! He just... happened to like these dresses too, and the thought didn’t even make him blush.

A particular issue he tried not to think about was why he liked the flirtatious grins from passing stallions. Whenever the thought arose, he pushed it back down, insisting to himself that he wasn’t like that.

He passed onto a new street, a marketplace. The day was half-done, but the business of the stall workers and shoppers certainly wasn’t. Concerning his own business, the transaction was concluded promptly. Just as AJ said, Autumn was resistant to his natural charisma. That didn’t mean she wasn’t eager for a deal, though. Despite appearing slaked, Mac was certain that she didn’t regularly give out her home address to every business partner they concluded with.

Nevertheless, he thought about shooting that mare Spike's way. She did say that she was quite fond of rural types, and last he recalled Spike lived in the same town he did. Plus, he was the Empire’s hero; why not introduce mare to maverick?

Walking through the bustling market, he felt his cheeks burn at the attention. He turned more than a few heads; when he felt the courage to, he returned their grins with a shy smile of his own. The attention was welcome, which was ironic considering things here and things back home were unchanged in concept.

Before, he’d been the model citizen in Ponyville, in more ways than one. One side gaped openly at him, others wanted to be him. Here, the Crystal Ponies did the same; though this time the genders were switched. He couldn’t place the precise differences, but the fact he could notice them looking might have contributed.

Unless they were already committed to another, their gazes were shameless, burning his figure into their memories. With their approving stares, he knew how he looked; stunning, exotic, desirable. Just as they’d remember him for a long time to come, he’d remember them; every single pair of eyes and the exact smile they would pull.

One of those staring stallions was a Royal Guard. His muscular, peach-colored frame coupled with his armor made him look intimidating. Daunting even. Big Mac wondered if he could see through his facade, wincing as he got closer and closer. Suddenly he was too conscious of how much his fat balls rolled in their taut silken prison. The guard’s fierce gaze eventually settled on her, Mac preparing to get chastised.

But the blue eyes of the soldier softened, a warm smile accompanying it. “Goodness,” he let out, his blush assuring Mac that it was involuntary.

Big Mac halted, his nimble fingers rubbing fidgeting at his sides. “Erm.” He struggled to speak when the stallion’s directly engaged him.

“I haven’t seen you around here before. New to the city, or have I just been unlucky all this time?” he flirted, maintaining his demeanor.

“B-business,” Mac replied promptly. Unfortunately, he was limited in range due to his vocal cords, making his voice sound breathy at least gave the illusion of femininity.

The guard asked, piquing his brow as his warm grin turned to a hopeful smile. “Permanent or temporary?”

“Temporary. S-sorry,” he answered, watching as the guard’s face sagged slightly.

“That’s a shame. If you’re going soon, my shift finished in an hour - want to go get a bite? A jousting show?” The guard looked hopeful, his cheek tugging up to reforge his failing smile.

Big Mac felt his heart flutter, throat swallowing back a pit that had lodged itself there. He didn’t know why he hesitated. He knew he couldn’t. The guard was attracted to the mare, not the stallion beneath. And even if he accepted, what if things… escalated, in a way that Big Mac tried not to think about?

His mind flashed with the image of the guard’s strong hand running up his thigh, the other tugging down his dress over his shoulders as they... Of course, the fact he wasn’t gay was reason enough to not accept his offer, something he was forgetting more and more as the days went by.

“A-ah’m sorry, ah can’t,” he replied, his painted lips curling into a frown.

“Oh, right.” The armor-clad stallion frowned with disappointment, before he forced it to curve back up into a smile.”Well, it was nice talking to you, beautiful. You made my day as is.”

Big Mac sheepishly smiled at his words, suddenly resolved to not leave things on a dour note. Taking a deep breath and burying his doubts deep down, he leaned towards the friendly guard, meeting his cheek with his plush lips. The brush of his lips against the peach-colored stallion made his heart skip a beat - barely satisfying the definition of a ‘peck’ - before he shot back. A blush blossomed vividly upon his face, visible despite the already lush redness of his coat.

When the guard raised his hand to touch the spot, the forced smile from before becoming wholly sincere, Big Mac scurried away with averted eyes and a burning face. He kept his head lowered, wondering if anypony was staring. He didn’t feel shame; in fact, he was grinning like an absolute fool. His veins coursed with adrenaline, and he had to stop himself breaking out into a gallop, just to expend the excess energy exploding within his core.

After a few minutes of hurried walking, he made himself stop by an unoccupied stall, leaning against it as he exhaled heavily. Through his grinning red lips, his head hung. He still couldn’t believe he did it, even if every frame of the memory was now emblazoned in his head. The question kept coming at him with increasing frequency and he continued to swat it away. Unlike other times, though, he still maintained his smile.

“What are you smiling about?” A cheery voice sounded before him suddenly.

Big raised his head to look at the speaker, still smiling despite the surprise. A gamboge-colored stallion with baby blue eyes stared at him, wearing a casual getup of jeans and a green and white striped t-shirt.

“Huh?” Big Mac replied, cocking his brow.

“I’m just curious. I can usually sense happiness but why someone is happy is the best part,” he replied cheerily, his words vague.

“Oh, erm, I… I-I jus’ kissed somepony,” Big Mac replied, surprising himself; saying it out loud made his heart race.

“Oh, nice! Was it, um… nourishing?” he asked, grinning awkwardly.

Big Mac blinked, tilting his head somewhat. “Come again?”

The strange stallion chortled, scratching his right arm with his left as he looked away bashfully. “S-sorry. I’m a little nervous. Didn’t think another one of my kind hung out here in the Empire. It’s rather exciting.”

Big Mac’s eyes narrowed into a squint. “What?”

The stallion focused his gaze back on the red stallion, his open palms spreading. “C’mon, don’t play naive. You’re safe here, y’know? Besides, I know a disguise when I see one! To be honest, yours is pretty good, but the voice could use a little work. I almost didn’t see through it.” He grinned warmly, his hands resting on his hips. “I don’t usually have to be disguised these days, but it’s still fun. ‘Pony-watching’, or something. It’s interesting to just... watch, ya know?”

Big Mac barely heard what the stallion was saying, breaking into a cold sweat. Disguise. He knew! Too many feelings rushed into the stallion at that precise moment, but paramount to them all was fear. There were too many courses of action flashing through his mind, most involving running. But with the risk of being publicly called out, he didn’t consider them viable.

His eyes skirted around. Nopony was watching; none more so than usual anyway. As the stallion next to him spoke, one hand on his chin, the words muted within Big Mac’s terrified ears. Mac looked to the stallion’s other hand; without a second thought, he yanked it into his own. Before he realized it, his hooves were carrying him and the wide-eyed stallion away.

The last thing Mac’s ears heard before leaving the market, were the words from a single jealous stallion.

“Psh. Lucky bastard.”

“That was fun... I think? Sure don’t remember the last time I had to run like that. Wow, you’re panting, like, a lot - really committed to the role, huh?” The strange stallion jovial grinned, standing with his back to the wall of the dark alley, hands resting on his hips.

“Now listen here... pal,” Mac began, keeled over and speaking between his pants. He didn’t know where they were, only that it was far and away from perceptive ears. “Don’t speak... a word of this… to anyone!”

“Uh, a word ‘bout what?” The strange stallion scratched his cheek, his brows furrowing.

Big Mac had regained his breath by that point. He straightened his back, realizing it was hard for him to look ‘intimidating’ in thigh-high socks and a dress. He bared his teeth from behind his shiny red lips. “Yer jus’ tryin’ to make me say it out loud, ain’t cha? Playin’ games, huh?”

“Ooh, I like games! Okay, c’mon, say it!” he encouraged him, beaming jovially.

Big Mac snorted, annoyed.“That I’m a stallion… in a dress… pretending to be a mare,” he spoke slowly. His heart raced faster with each word, his blood pumping.

Blue Eyes bugged out as the pegasus before him stammered. “You mean you’re not a changeling?”

Big Mac blinked, his brows meeting. “Uh, what?”

“Oh, well, I thought you were a changeling, so I-”

Annoyed by his feigned ignorance, Big Mac pushed the stallion against the wall of the alley, one hand on his shoulder, the other leveling a threatening finger at his chin. “Listen here, you. I ain’t playin' games.”

The stallion looked wildly between the pointed finger, the hand on his shoulder and Big Mac’s face in a hurried pattern. He stopped after a moment, tilting his head at the red stallion. “But you just said we were?”

Mac grumbled, tightening his jaw. This guy knew how to get under his skin. “I don’t know what yer… deal is, bud, but you best forget about this, ya hear? Do yourself a favor, keep mum.”

“I don’t know. It’s pretty hard for me to forget things,” he replied, unreceptive to the red stallion’s thread. “It’s difficult to forget the important things, and this is one of them. Today’s the day I finally met another changeling in this city!”

“What d’ya mean: ‘another’?” Mac asked cautiously, directing a raised eyebrow at him.

Without speaking further, Big Mac flinched and retreated a step back when the peculiar stallion suddenly exploded into a ball of green flame. The flash of light caused him to avert his eyes and shield them with a raised arm, when the light subsided, Big Mac looked back at the stallion, finding him replaced with something else.

A relatively short, lithe, pitch-black creature of familiar shape - no, a changeling!

When he appeared, his arms were splayed apart, as though presenting himself to Big Mac’s widened eyes. The first thing Mac noticed - not that he could help it - was that the clothes that the strange stallion wore a moment ago were definitely not a part of the changeling’s wardrobe. Mac quickly soaked in everything. Greedy green eyes roamed over his onyx barrel chest, his deliciously smooth stomach, and finally, the sizable sheath and balls between plump thighs.

“Sorry if I look weird,” he spoke a moment after, sheepishly holding on to his right arm with his left. “You probably haven’t seen a changeling this well-fed in a while, huh?”

“Ah… I… Uh…” Big Mac found speech an impossible concept at that moment, gums flapping uselessly as his eyes took in the exotic frame of the stallion.

“My name’s Thorax. What’s yours?” he asked, revealing his fangs in a dastardly grin. His hands linked just behind his back as he leaned forwards.

Mac glanced down for a second at the changeling’s chest before looking back into Thorax’s green compact eyes, a bead of sweat rolling down the side of his head. “B-Big Macintosh.”

“‘Big Macintosh’? That doesn’t sound very… changeling-like.” He remarked, his eyes squinting pensively before they fell downward, slamming wide open in shock.“Though, I can see why you got that name,” he commented in a low whisper, a blue blush creeping onto his cheeks.

“W-what are you-” Big Mac fell silent after he followed the changeling’s gaze down south.

Jutting out from his dress was the obscene bulge of his half-erect stallionhood. Now that he saw it, he realized the pinching pain at the base of his cock, the panties struggling to maintain their integrity with a half-hard slab of stud-meat straining the elastic.

An involuntary throb was all it took for a snap to audibly echo in the alley, as the broken material fell down between his thighs and fluttered to the ground between his hooves. Big Mac winced, slamming his eyes shut as he felt his heaving sack clench and his prostate clench, forcing more magma into the hardening shaft under his dress.

“Y-you’re… you’re not a changeling, a-are you?” Thorax asked, his eyes remaining glued to the growing outline of Mac’s quarter-pounder.

“Eenope,” he admitted, trying to remain stock-still so as not to excite his erection. However, the changeling’s continued enthrallment made that very hard. His pose didn’t last too long, either.

Soon, Big Mac’s cock would fully spill out from his sheath. The virile spermstack, still hidden beneath the dress, angling slightly downward under its impressive weight. Its girth greatly contrasted its wielder’s, Big Mac’s demure features scrunching up as his dick throbbed needily.

“You have an erection,” Thorax whispered, shakily pointing a finger at the outline of Mac’s cock.

Big Mac’s reaction was a flat, “Eeyup...”

“Can I see it?”

“Ee- What?!” Mac staggered back a few steps, his back pressing against the cold brick wall of the narrow alley. his hands raised before him.

“What? I thought ponies liked showing off their pricks. I mean, I find so many magazines just lying around in park bushes; it’s like you can’t get enough of them!”

The bulging nuts of Big Mac swelled under the inquisitive words of Thorax. “Wait, c’mon now! That doesn’t mean we can just go at it-”

“This timid after your show before? Now I’ve gotta see this.” Thorax’s tongue clicked behind his fang-ridden maw. “Show me. Right now.“

With his face slightly averted, Mac lowered down and curled his fingers under the hem of his skirt. Like ripping off a bandaid, the stallion straightened his posture, yanking his dress up with him. In a flash, his crimson cock was bare to the changeling’s eager eyes and grin.

Big Mac couldn’t bring himself to look. Yet he could feel not only the eyes of Thorax locking on his veiny cock, but his member betrayed his arousal by spurting out a pea-sized bead of precum. That cumdrop dripped to the ground below; but as soon as it did, another pulse from his scarlet stallionhood brought another sticky pearl to take its place.

Big Mac couldn’t remember the last time he was this horny; in fact, his brain was struggling to remember anything beyond this moment. The blood in his veins became liquid fire, libidinous urges coursing over every square inch of his body - more in some places ore than others. He was quickly reminded of how full his balls were, his aching pair of seedbags begging to release their pent up load. Mac worried about how much longer he could ignore their clarion call.

“T-there, you’ve had a look, now-”

“Woah!” Within an instant, the changeling was already on his knees under Big Mac’s weighty red pike. “It looks even better than it did in my head! Does it taste as good as it looks?” Thorax’s question was followed by a luscious lick of his lips. His long, forked tongue twitched as it flicked back and forth, sending a cascade of dirty little thoughts into the red stallion’s head.

“N-now don’t be gettin’ any funny idea- hoooo nelly!” Big Mac’s hands dropped the dress skirt he clutched in surprise, the hem falling conveniently at the base of Big Mac’s bulky shaft. Thorax’s fanged maw had already latched itself to the wide tip of his mammoth member halfway through his sentence. Veins twitched alnog Mac’s cockflesh, the supple scarlet flesh throbbing as Thorax’s teeth lightly brushed over them, inch by inch.

In any other mouth, Mac’s cock might have simply been too titanic to make it past the flare. However, the changeling continued to slurp up inch after inch of his glorious red ramrod. Its gargantuan girth bulged out the changeling’s cheeks and even his throat, more of it disappearing inside his ravenous maw.

All the while, Thorax’s tongue was hard at work. Gliding over every inch of turgid red flesh, covering every inch he could in wet changeling saliva. Despite himself being shocked a few moments ago, Big Mac’s hand found its place on the back of the changeling’s head. His hips jutted forward to force-feed more of his tubesteak into Thorax’s ravenous gob.

Emboldened by the red stallion’s reciprocation, the changeling’s hands stroked up the shaft to Mac’s stretched sheath, squeezing at the hilt of the elephantine appendage, letting the shaft and bulb swell slightly in his slurping mouth from the pressure.

Big Mac groans hit open air; he felt close, so close. Then Thorax yanked himself backwards. His lips were shiny with his own saliva, the cock throbbing over him glistened with it. Several thin strings of spit still connected him to the mammoth member he still clutched at the base. The changeling let out a small giggle at the sensation of the python twitching in his fingers.

“Mmmph,” he purred approvingly, his cheeks blushing blue with carnal fire. “I need more of this.” Then without further warning, his maw opened wide, and he pushed himself down on Mac’s dick. Soon, he gurgled blissfully, gullet accepting more and more of Mac’s twitching meat log.

Mac could only spare a flash of a second to act surprised as the changeling impaled himself on his spit glazed cock, before he let loose a few deep and throaty moans as the changeling gulped down even more of his thick dick. Thorax decided then and there that this sexy stallion needed his love. Certainly, it was a shift from his usual M.O. - taking love rather than giving it, but with how meat-hungry he’d gotten, it barelyblipped on his radar.

Humming around his tasty treat, two soft and charcoal colored palms moved to those swollen sacs of cum hanging underneath. He started squeezing them lightly, kneading the large cum orbs and coaxing out the jizz within. Not only did it give him more of Mac’s cock to slurp on, massaging the bulging testes encouraged Mac’s hips to pumping forward again. Despite his exterior as a mare, his stallion instincts were gradually taking over, the red pony beginning to gyrate his hips back and forth roughly.

“Ooooh, Thorax.” Mac’s words wafted into the changeling’s ears, an involuntary call to his passion. And, suddenly, as though some switch had been flipped within him, Thorax found himself faced with burning need. He wanted something, even more than the stallionhood that was fucking his face and that his tongue lapping the skin of. He wanted to hear that name come out again, no matter what.

But the next time, he wanted this utterly sexy stallion to purr it directly into his perked ears behind him. And, as he did so, he wanted to be sprayed all over with fat slimy ropes of viscous white seed. Over his ass, his face, his chest. But, most of all, directly injected into his tight, slutty asshole after battering his prostate.

Fueled by his slutty thoughts, Thorax moved faster. With a degree of fanaticism, he continuously plunged himself down on the fat shaft of Big Mac, his lips brushing against the medial ring. Every satisfied hum from the changeling sent a vibration up his rippling throat, his ravenous face-fucking making Mac’s eyes roll back in sheer bliss. Every lecherous clench of his sagging nuts made the thighs above them tremble, coaxing more creamy cum to build up at the base.

Mac was already lost to the lust, knowing soon the mountainous climax he would soon be rewarded with after countless thrusts down the changeling’s throat. On reflex, his hands stroked the back of the changeling’s chitinous head, a thanks in advance for the glorious orgasm that Thorax was going to give him. His balls, stomach, and ass tightened like coiled springs.

Sensing this, Thorax’s head started twisting in a sinfully scrumptious manner around his member. Hot slick slurps followed every lick, the obscene song bouncing off the narrow walls as Big Mac’s eyes widened at the show Thorax was giving him. The crimson stallion’s sucked in his lower lip to chew on it as his curvy hips began to ram savagely against the chitinous maw of Thorax, and that coiled spring within his stomach started crimping.

Looking straight up at him, Thorax’s throat stretched salaciously as the flat knob of Mac’s length hilted midway down his throat; his fat apple-sized sack smacking against his saliva-wetted chin. Then the tip flared, swelling to the size of a lemon deep within his gullet. Thorax felt his insides thrum wantonly, feeling the pulse of Big Mac’s heart through the pulse in his immense cock.

“T-Thorax, I’m- Fuck~!” And with the unfinished declaration, Thorax got his wish. Left ignored by its owner, Thorax’s dick slapped against his stomach with each determined bob. His tight black seedsack flexing as the changeling shuddered with his sudden orgasm.

A burbling stream of transparent green jizz trickled down the changeling’s shaft. It was steady, yet almost nothing in comparison to the Neighara Falls’ worth of spunk that Mac’s cock cascaded down his gullet.

Second after rapturous second, thick hot ropes of seed continuously pummeled down into his waiting stomach; the feel of every warm load pulsing down the crimson spermstack made Thorax’s dick grow stiff despite the freshness of his orgasm. By the time the fifth shot of sperm landed in his belly, his swollen shaft already started to twitch and leak against a second orgasm beelined towards him.

The act that pushed him over the edge was Mac’s cock retracting as the red stallion yanked his hips backward. The rough unsheathing from his violated throat and the final cataclysmic thrust brought Thorax’s to a second, more thunderous climax; his hips trembling as bliss sparked through him.

Still holding the tip of Mac’s firehosing member in his mouth, Thorax could only gurgle around the pearly white cum spilling and filling his maw. His own cock-shaped ovipositor convulsed clear green goop, shooting in thick strings between Big Mac’s legs. It splatted to the wall behind him, one loose rope skirting the bottom-back of his dress while a few others left sticky green stripes on the red stallion’s kneesocks.

The stallion’s errant thrusts slowed. With a heavy exhale, he finally withdrew his softening cocktip from Thorax’s suctioning lips. The shining scarlet shaft drooled an excess of cum across the changeling’s face as the shapeshifter allowed some to drool from the corners of his lips. Panting from the affair, his sapphire eyes were still dark with lust. Swiftly, his hands pressed flat against the wall behind Big Mac, slowly rising upon shaky and perforated hooves.

Big Mac did nothing, even as he and Thorax bumped chests, relying on each other to stand as he savored the afterglow of his powerful orgasm. He had a full head over the changeling height-wise, but when he bent to meet his lidded eyes, panic struck. He was stuck, unsure if his partner was going to flee with cum-stripes marking him, or mash his shiny lips towards his own.

Despite knowing how he would have been repulsed by the thought on any other occasion, contributing to the high of his orgasm or the lust which the changeling stoked, he didn’t find the idea all that off-putting. In fact, it seemed like Thorax was expecting it, his sights lining up with Big Mac’s, a coy smile spreading on his lips.

Big Mac gulped. The same carnal compulsion from earlier bloomed in his chest. With a quick jab, Big Mac pushed his lips against the changeling’s; only he didn’t pull away this time. He wanted to blame his decision on the loose grip Thorax applied to the back of his head, running his smooth onyx fingers through his hair in a debauched display of passion.

He couldn't heap blame on the changeling for opening his mouth, though, and allowing his tongue to taste the changeling’s spit and his own salty-sweet seed. Soon, the forked tongue pushed its way into his larger mouth, the two tongues rolling and wrapping around one another. It was a lust-driven battle that came to an abrupt end when Thorax yanked his lips away, a string of saliva connecting them still, hints of lipstick on the changeling’s lips.

Big Mac, a little sad the kiss ended so suddenly, spoke up. “T-Thorax, what’re ya do-”

Displaying the same level of agility from before, Big Mac barely blinked before the changeling pivoted on his hoof and pushed his large, gropable ass against the red stallion’s semi-erect cock - effectively pinning Big Mac to the wall.

Looking back before him, Thorax throatily purred. “Breed me, Big Cock.”

Big Mac barely heard him. His eyes were centered on the prime sight before him, of his slowly thickening dick nestled between the full black cheeks of the changeling’s ass. Despite what he assumed of the changeling from a glance, his asscheeks were surprisingly soft against the velveteen skin of his smoldering crimson rod.

In another, newer experience for the red stallion - he could feel the taut sack of Thorax’s egg-sized balls snuggling against his own. The contact of softening flesh and nuts made him purse his lips. His mind, however, tunneled - at how hot Thorax looked bent over for him.

There was no denying it now.

He swallowed, staring at Thorax’s large ass, cheeks burning as he corrected him. “It’s Big Ma-”

“I know what I said.” An impish grin created a split in his carnal expression. “And I know what I need to fill me. Don’t need to be a changeling to know how much I love your cock.” His ruffled tail then flicked to the side in desperation, presenting his tight puckered hole to the scarlet stallion.

While one of the changeling’s hands placed itself on his ass, half-spreading his fat ass, the other went beneath him, gathering a small pool of his own sticky pre. “I need you to fuck my ass-pussy. I need it now.”

Soon, Thorax’s pre-covered digits reached back to smear over his tight ring, his pucker glistening now with his own essence; his eyes fluttering as he saw Mac’s cock stir at the sultry show. “You’ll fit. I promise.” he purred, swaying his from side to side, brushing his hole against the engorging cock. “So go ahead. Stretch me out. Paint my insides white.”

That last word steeled Mac’s resolve. His fully rock-hard length twitched again, tapping against the hard globes of Thorax’s rear.

“Since y’asked so nice…” Big Mac sunk his hands into the changeling’s large, supple ass. He pulled his hips back, sliding his cock between the chitinous thighs. He grunted as the changeling breathy gasped, the much larger crimson cock throbbing against the smaller organ.

Thorax’s tail coiled around Big Mac’s thigh, wearing a large grin as the stallion’s huge shaft frotted against his own for a few light strokes. Big Mac felt his longing for the changeling build up rapidly, desire making him pull back his hips and aim his dick at the changeling’s tail-hole. He poked and prodded at the soft, tight hole, smearing his own pre over the makeshift-twat.

“Ah~! Please, I can’t wait any longer...” mewled the changeling, pleading desperately, gyrating his hips against the unflared tip of the crimson cock.

Mac didn’t reply. It wasn’t due to timidity or shame, but focus. His hand wrapped around the changeling’s tail dock, intending to use it for leverage. Slowly, the farmstallion eased his hips toward the plothole, the wrinkled hole eventually gave way, tightly clutching around the flare that forced its way inside. Immediately, Thorax’s tongue lolled from his mouth as a strained groan sounded from it.

He pushed back against Big Mac as the crimson-coated crossdresser pushed forwards, sliding more of his thick, veiny rod inside. To the changeling, it felt like being impaled, the thick organ would go far beyond the ‘acceptable’ size of anybody past a few inches, yet he was fully prepared to gorge himself on every. Single. Inch.

It wouldn’t take long, not with their tag-team of give and take. His huge red cock continued sinking into the changeling’s plot hole, which was destined to consume every last inch of the piping hot rod, each throbbing inch of Big Mac’s smoldering organ hugged on all sides by Thorax’s welcoming ass.

Thorax’s muzzle opened wide in a silent scream of rapture, each obese inch pushing against his prostate. From the constant stimulation of his g-spot, his cock leaked like a broken spigot, strings gushing from his tip. The reaction only encouraged Big Mac to jam his hips even harder, forcing several more inches of his oversized prick into the changeling’s plump butt.

Eventually, the seemingly bottomless ass of the changeling enveloped the fatty ring that covered the crimson organ. The lewd pop of the ring pushing its way into his bowels made the changeling quiver, looking up with wide eyes, his face contorted into a rictus of ecstasy.

“Chrysalis, yes!” he gasped, curing his back from how deeply Mac’s dick was buried in his stretched and quivering hole. The straightening of his back also pushed the tip of the stallion’s shaft down against his stomach, creating an obscene, rounded shape in his belly.

Once he was almost root deep in the squirming shapeshifter, Big Mac placed both his palms on Thoarx’s supple ass. His fingers sunk down into the smooth chitin, squeezing the supple ass just before he dragged himself out of that orgasmically tight tunnel. He stopped only when his flare was caught at the edge of the clenching black ring.

Big Mac huffed. “Get ready, Thorax,” he warned with a lusty growl, his hot breaths glancing off the back of the changeling’s cool neck. Then, digging his fingers even tighter into the changeling, he slammed the full length of his enormous cock back in with the savagery of a feral beast.The ruthless rut forced Thorax’s hands to rise and grasp against the adjacent wall of the alley, the only support he would get from such a brutal fucking.

Thorax craved the contact though. His puckered hole rippled and twitched around Mac’s colossal ramrod, his body trying it’s hardest to keep the massive log of meat inside of him. His head was moved closer to the adjacent wall as Big Mac thrust his hips forward, the pair awkwardly shuffling forwards. Soon, the shapeshifter was sandwiched between a hot body and cold brick. Short gasps puffed out from his maw, while his hips irked back against the pumping cock, his colt-hole milking it with ceaseless fervor.

Settling in the new position, Mac’s blunted cock tip started to ram against Thorax’s prostate. Thorax let loose a pleasured howl, his plothole clenching hard around the scarlet shaft stretching it. “Again! Do it harder! Fuck me sense-AHHH!”

Mac felt like his body was on fire, his blood piping hot with the salacious heat of carnality. The fire within fueled his piston-like thrusts into Thorax’s greedy hole. The longer he fucked the mewling bug, the more feral his thrusting became. The echoing *slapslapslaps* of his flared hipsagainst his shelled rump reverberated off the walls of the alley. Combined with their ceaseless moaning, they created a lewd symphony of sex.

Sometime during the carnal display, Mac’s red right hand interlocked with one of the changeling’s, an oddly affectionate act that seemed almost out of place with the brutality of the stallion’s thrusts. However, in contrast to it, his other hand went low, beneath the changeling, softly wrapping his fingers around the bug’s twitching organ. He teased the shaft with steady pumps, squeezing out more delectable pre to pool at the ground between their hooves.

Their hips continued to meet in an unfaltering rhythm, cock throbbing and cheeks jiggling as Mac’s thrusts went even faster. His second orgasm was fast approaching, and with his hand pumping the long shaft of Thorax, which twitched and spewed pre at an increasing rate, he guessed the changeling was too. Not that he needed to grip his glowing bug-cock to do so. His shameless screaming was enough, one of his knees begging against the wall as he slapped his ass back against the tall red stallion behind him.

Mac’s jaw clenched as climax hit him abruptly, and with the full weight of a freight train behind it. His hardest thrust yet accompanied it, hilting him fully inside the changeling’s glistening fuck-hole, the wet thwack of his hips meeting ass echoing like the shot of a golf-ball.

Mac came like a fucking geyser. His mouth lurched forwards, striking his true target as he kissed the changeling deeply. His deeply lodged cocktip flared to its full width, blasting out quarts of cum into needy changeling ass. Slowly, surely, he packed his intestines full of thick foalbatter, turning the lithe black stallion into a receptacle for his fertile seed.

All the while, his grip on Thorax’s throbbing member turned steel-like, the organ feeling like a chubby iron rod encased in velvet within his hand. The unfathomable ecstasy from the double stimulation made Thorax thrash against his breeder, letting out a guttural shriek into the scarlet mouth he was locked into a tongue duel with.

Thorax came hard, his dick twitching whilst wrapped in Mac’s thick fingers. His green jizz splattered on the wall, with some long green streaks across his front. He attacked Mac’s mouth with as much zeal as he could, just as the stallion whacked the final few thrusts of his ecstasy into his cum-filled body, their soaked hips squelching against each other.

Fortunately for Thorax’s bottom, Mac’s pounding soon slowed, his thighs trembling as they burned with exhaustion. The farmstallion’s hips eased backward, his mottled spunk cannon slowly withdrawing from the changeling’s makeshift-sheath. When his flare popped free from the taut colt-pussy, a small stream of jizz squirted out, another messy contribution to the alley’s floor. Just as his crimson cock slipped free of the puckered hole, the legs that relied on his shaft as an anchor gave way.

Thankfully, Big Mac’s liplock with the changeling was still ongoing, the well-fucked Thorax held up by the same hand that had moments ago stroked his dick. The changeling’s stubby tail lowered, hiding his seed-stuffed dock - even if the excess continued drooled out of him. A fatigued Big Mac dropped to one knee, bringing the changeling down with him, the billowing blue dress falling to cover juicy stallionhood once again.

The two continued to kiss, the changeling coming to sit on the red stallion’s bended knee as they shared in the afterglow of their orgasms together. However, it eventually ended, Big Mac breaking the kiss to breathe. They both panted as they looked into each other’s eyes - a thin sheen of sweat covering the red stallion’s head.

The disconnecting of the kiss prompted a slow whine from the changeling; however, a smile was quick to form on his lips. “Well… that was a fun game,” Thorax sultrily cooed, one hand reaching up to stroke a thumb across the farmer’s cheek, cradling his jaw.

Not even an “Eeyup” came from Mac’s mouth. Every inch of his body felt warm from the delicious afterglow, the heat of his body tempered only by the cool changeling he held in his hands. His mind was torn between falling asleep right then and there or rushing to rut the willing changeling before him until he passed out from exhaustion.

But, with the return of sanity from the fog of wantonness came dawning realization: he had spent too much time here. If he didn’t get on the first train back to Ponyville soon, then home would most certainly come to him. He loathed to imagine Granny Smith prodding and poking every chest she came across whilst searching for him, or the very real possibility Applejack would whip up the entire Apple family to find her wayward brother.

“I know that look,” remarked Thorax, the red stallion stiffening under his touch. “You’ve got somewhere to be, right?”

Slowly, Mac nodded, matching the slight frown the changeling wore. “Family’s expectin’ me back this evenin’,” he answered. “Gotta take the first train outta here.”

The frown lingered for a moment longer, only for a smirk to suddenly replace it. “Then don’t stay on my account,” he cooed, stroking his cheek a final time before steadily rising to his hooves, relying on the wall for support. “You’ve got nothing to worry about. Might catch the last Express out if you're fast enough.”

Big Mac followed suit, rising up with the changeling. However, there was still… one issue, in need of addressing. “Uh, yer not gonna say anythin’ about...” he trailed off, a pained smile springing on his face.

“What? Oh. Your dress?” A light laugh shook his frame, his stomach noticeably full with Big Mac’s generous gift. “I’ll keep quiet. Everyone has secrets to keep. Besides, Cadance and Shining Armour still don’t like me going out formless,” he elaborated, shooting a wink at the red stallion; his hand idly stroking his cum-filled stomach. “Let’s agree to keep each other’s secret, a secret, okay?”

Big Mac paused before a large appreciative beam appeared on his face. “Thank you, Thorax.”

“No need. Just keep being… you.” He grinned, giving the stallion an appreciative once over, from his socks to the still conspicuous bulge poking out from his dress. “You might need to wait here until that is dealt with.”

Smiling bashfully, Big Mac waited with burning cheeks until his cock had retreated back into its sheath. Without the panties keeping it compressed, an observant eye may notice the subtle soundness of his crotch. He readjusted the dress, smoothening it in the front and letting it fall gracefully down his form once again.

Wincing at a few of the telltale stains, both he and the changeling utilizing both spit and thumbs alike to wipe away the evidence to somewhat mixed success. Again, it was down to the eye of the observer, and Big Mac was hopeful others would pay more attention to his face and butt rather than his front and stains.

After the rush job with his dress, Big Mac pulled an amateurish pirouette, his dress flowing with his quick moment. “Uh, how do I look?” he asked, displaying himself for Thorax with a wincing smile.

Thorax scratched the back of his head awkwardly as he chuckled. “Like you just had sex in an alleyway”

A self-deprecating grin appeared on Big Mac’s lips as his arms fell limply to his sides, a weary sigh escaping his lips. “Ah suppose that’s the best I can hope for.”

“Well, we’ll try not to repeat the same mistake next time,” Thorax assured, shooting Big Mac a sizzling look.

“N-next time?” Big Mac gulped, feeling his heart drum against his ribcage. The prolonged smile Thorax wore only made the idea all the more titillating. “Then I’ll... I’ll keep an eye out for ya when I come back.” Even he marveled for a second at that ‘when’. He’d just need an excuse for the trip the next time around, one that’d hopefully stand up to the rigid interrogation of his sister.

“Looking forward to it.” Thorax beamed, a blue blush coming to his cheeks as he held his hand out before him, his palm open for a clasp.

Mac stared at the hand for a moment, smiling as he reached for it, squeezing it warmly. And, in a final act of agility from the lithe black stallion, Big Mac felt the changeling’s lips press against his own. Fortunately, his reflexes had improved in the short time they spent together, already opening his mouth to take in the changeling’s tongue as the pair shared one final kiss.

This time, Thorax broke the kiss, leaving Big Mac breathless as the changeling stood on the tips of his hooves, gracing his ears with one last sentence. “I hope to see you soon. Both of you,” he said, his dainty hand feeling through the fabric of the dress to caress the red stallion’s balls with both fingers and silk.

The act left him speechless, frozen, doing nothing but watching the changeling leave. His eyes followed the hypnotic sway of the cum-filled ass, flinching once again as green fire enshrouded him, leaving the familiar shape of the stallion from before in his wake. Thorax looked over his shoulder a final time to smile and wink, before disappearing out into the daylight.

Swallowing thickly, he looked forlornly at the way Thorax left before turning the other way, leaving through the way they came. His timid saunter from before turned into a brisk power walk. He was determined to get back to the hotel and change out of his cum-stained garments, also preferring not to feel the cool breeze against his pendulous sack.

As he left the alley, his eyes lowered as not to attract attention to himself, his mind slowly ran through the day’s proceedings. A successful deal with Autumn, a successful trot through its plaza in prada, and a successful sex-romp with a changeling to top it all off. It was a rather invigorating hat trick! Even if he tried to deter glances with lowered eyes, he was helpless to stop the grand smile spreading across his muzzle...