Inside Me

Two Days Later...

The sun rose over Equestria. I opened my eyes and rolled slightly to one side. The small motion caused me to immediately barf up a quart or two of pale-purple fluid.

A smile crossed my oily lips. How could it not? The lubricant was sweet and delicious after all. I was so glad there seemed to be an endless supply of it.

It was hard to move before excreting most of the fluid that built up while I slept, so I tensed the muscles in my lower body, sighing happily as another gallon or so of slick slime burbled out of my wide asshole and loose pussy, tinting the mud and water around my napping spot with a bit of purple.

It was another gorgeous day, and I was feeling great!

I managed to roll over enough to get to my hooves... sort of. I didn't really stand with the stance of a normal pony anymore; both my front and hind legs had to be spread way out to make room for my enormous belly, which at this point was responsible for the majority of my body mass and dragged along in the mud as I moved. It made walking challenging; I certainly didn't get anywhere at an especially quick pace, but then again, I didn't need to. Everything I needed, and everything I ever wanted, was right here inside me.

I looked around the mire that had become my home the last few days. After my escape from the train, I'd made my way away from the tracks, deeper into the uncharted pools and mud pits. The last thing I wanted was for Pitter-Pat to come back with a search party or something; I loved that mare like a sister, but I couldn't let her try to take my new friends out of my body. Now and then, I wondered if she'd truly been foolish enough to get those eggs removed before they could grow into her own little colony of slimy, wriggling little buddies. I hoped she'd seen the light. If she kept them, then by now, she'd have a healthy growing colony using her body nice and hard.

As I plodded along, leaving a wide trail as the huge, writhing sack of tentacles hanging under me dragged through the mud, I took a glance at my reflection in a relatively clear pool of water. My fur and mane was caked with mud and moss, and the whites of my eyes had gone a rather yellow color. I turned around to take a look at the back end, where my greatly loosened lower holes dangled open. They were far past the point where even the largest stallion could possibly hope to fill them, but that was fine. I knew my friends inside me could get the job done.

I smiled. I looked nice today!

I tapped a forehoof on my belly. "Wake up!" I said in a singsong voice, feeling the tentacles beginning to squirm faster. "It's morning! Let's fuck!"

Almost immediately, two, then three, and then even a fourth tentacle snaked out of my wide pussy. I giggled with glee; I think this was the first time four had come at once, and I was excited that I was finally loose enough to be fucked like that. I leaned against a tree as two more emerged from my ass, and the whole group began to eagerly fuck me.

Surprisingly through, none came up my throat. "Guys?" I asked, tapping a hoof again, this time near the base of my neck. "What's up?"

I felt a stirring down below, and something began to make its way up, though it didn't feel like a normal tentacle. I bent over, hacking up some more lube, before something wide and pink appeared, helped along by my muscles and a lot of slickness. I spat out the foreign object and stared at it with casual interest. It was a wide ovular fleshy thing, and it was so shredded it took me a while to realize that at one point it must've been an unbroken sack.

"Oh," I giggled as it dawned on me. "It's just my stomach."

No matter. I didn't need that, not anymore. My friends provided all the nutrition I needed right into my bloodstream, rendering a lot of organs pretty pointless. All a stomach would do at this point was limit the growth of the colony that had started there, so it was all the better than it was out of the way; more room for tentacles!

I was pretty sure some other internal structures had burst or been ripped apart too, but I knew the tentacles were smart enough to leave the ones that they couldn't replace the functions of alone, so it didn't worry me. With so many of the barriers between body cavities broken down, I positively oozed with that lovely lubricant now; not just my fuckable holes, but all the other ones, too. It wetted my eyes, dripped from my nose and ears... even when I went to empty my bladder, what came out was much more lube than urine.

It suddenly occurred to me why my throat was not yet pleasantly stuffed with tentacles. I still needed to provide them some nutrition before they could pass any on to me. Living out here in an uninhabited swamp, there was no access to nice, well-prepared pony meals, but my friends weren't picky. Any sort of organic material would do.

I glanced around the base of the tree for a moment, spotting a pile of old leaves mixed into the mud. I lifted some of the mud-caked leaves in my magic and stuffed them into my mouth. They were dry and the mud was bitter, but it was okay. Moments after I swallowed them down, the tentacles, satisfied with my offering, slipped up my throat and immediately washed away the bad taste as they coated my mouth with sweet nectar.

Finally satisfied now that all three of my major entrances were once again full of wonderful, slimy appendages, I half-closed my eyes and rested my weight on the tree and my own massive belly, basking in the pleasure as the four vaginal tentacles worked in tandem to bring me to an orgasm that made me squeal with delight. Now and then, I'd give a little giggle as a tiny tentacle would poke out of a nostril or ear, and give a few halfhearted fucking motions before slipping inside again.

What more did a mare need in life? There were truly no worries to bog me down anymore, my inferior former life far behind me. I slept wherever I happened to be, I ate whatever happened to be available, and I fucked and fucked and fucked my beloved colony all hours of the day. Not even a week ago, I would've complained how painfully few and far between my chances for sexual relief were. Now, I came dozens of times a day, my clit growing so swollen and red it looked like a strawberry as it received almost nonstop attention from the denizens of my insides that were determined to stretch me wider and use me harder with each passing day.

The tentacle in my throat retreated, and a bigger one took its place, making me gag, hard. I vomited a generous quantity of lube up, relishing the taste as it forced its way around the tendril and out of the edges of my mouth, as well as sprayed out my nose. After I heaved up a few more mouthfuls, my throat began to get used to the increased girth of its latest visitor, and the gagging stopped. I cooed contently, wiping slime from my snout and slowly closing my eyes, fully intending to not think about anything at all and just spend the next several hours enjoying being the pony-shaped fucktoy I was.

"Rosette!"

My ears perked up. I hadn't heard a voice other than mine in days. As much as I wanted to ignore it and focus instead on the orgasm that was fast approaching, I forced myself to look around.

In the distance, a cute little mare with a sky blue mane was slogging through the mud as fast as her small frame could carry her. Her expression was desperate, and she looked like she'd been traveling through the swamp for hours.

Pitter-pat. Normally, I would've been excited to see my friend, but there was a problem.

She was thin, fit, and perfectly alert. She wasn't bloated in the slightest, and there was no hint of oily excretion dripping from even a single orifice.

She actually got the eggs removed! I realized in horror. And that means she's still determined to get rid of my colony as well!

Panic set it. I knew I wouldn't be able to hide our outrun her; the boulder sized colony of tentacles swirling just beneath my skin didn't exactly allow for much mobility. But I had to escape somehow. I couldn't let her reach me now that I knew her intent.

A thought struck me. I knew a place I could go where nopony would ever take my friends away. I couldn't believe I hadn't thought of it earlier.

As quickly as I could, I drew a wide, intricate summoning circle in the mud. I hadn't used magic in days, but I managed to light my horn, watching the mud vanish as it was replaced with a silent, black abyss.

Pitter was only a twenty feet away now, and closing fast. "Rosette, wha... what are you doing?" she called.

There was no more time. It was now or never. I waddled to the edge of the portal and tipped my body forward.

"Rosette, no!"

There was nothing she could do. I smiled in triumph as I passed the tipping point and began to drop like a rock into the hole.

But something unexpected happened. As the front of my body angled downward, tipping my loose, sagging nethers skyward, a long, thin tentacle shot out of my pussy with lightning speed, coaxing one hell of a squirting orgasm from me on its way out. Just before gravity took hold of my enormous frame, I heard a tiny shriek as it wrapped itself around Pitter's midsection.

And then we fell.

The place beyond the portal was... well, not even a place, actually. Just darkness. Silent darkness, broken only by Pitter's absolutely horrified screaming.

Poor thing. She'd feel silly when she realized we were going someplace fun, not scary.

"Rosette! Wha-what? Where are we? What the hell is happening!?"

With great effort, I forced the tentacle in my throat down so I could speak. "Don't worry, Pitter!" I said cheerfully. "It'll be fine, you'll se-"

Perhaps upset at being stifled, the tentacle forced its way out of my mouth again, with a second one alongside it for good measure, so our conversation ended there.

Soon, it didn't feel like we were falling anymore. Just floating lazily through the darkness. A ledge, made of some kind of wet, slippery rock, came into view, and landed light as a feather, though the tentacle protruding from my twat still clung tightly to Pitter. There was only enough light to see for a few feet around us.

So it wasn't the sight, but the sound that captivated me.

Just beyond my range of vision was a symphony of heavenly, wet squelching, punctuated by strained gasps and strange, gurgling moans. Every few seconds, there would be a squeal or muffled cry of delight, followed by the unmistakable sound of liquid hitting rock.

"R-R-Rosette..." Pitter whispered. "W-what is that?"

I didn't have a precise answer, but couldn't contain my joyful smile all the same. Whatever it was, it sounded like a great time.

Pitter jerked her body, managed to squirm free of the tentacle restraining her, and sprinted a few paces away, out of its reach. "L-light your horn," she begged. "We don't want something jumping out at us..."

I produced a dim light, but it was enough to see what was ahead. I gasped in amazement, and at the same moment, Pitter screamed in horror.

They were ponies, but not like any ponies I had ever seen. Each one was a huge sphere, more than twice my already warped size, their legs uselessly hanging at their sides rather than touching the ground. They were propped up on their bellies instead.

And what bellies! Beneath the skin, hundreds of thick tentacles writhed and twisted around each other, bulging each of the ponies into ever changing shapes. Their manes and fur were patchy, and what fur was left was slick with slime and spotty mildew.

The members of the amazing little herd of tentacle hosts were spread around the rocky clifftop at random. I turned my head and got a view of a mare from behind, and my jaw would've dropped if it wasn't already stretched open wide by the tendril hanging out of it.

Five... no, six! Six tentacles vigorously fucked the hole that was just barely recognizable as the mare's dripping cunt. Another four spread her ass just above it. Her voice was little more than a croak from how much abuse her throat was taking, but the sounds coming from it were unmistakable bliss. A deluge of potent marecum and sweet lubricant splattered from her with each thrust of her colony's members.

The rocks, I realized, weren't slick with some unseen water source. Every inch of the ledge was glistening with months if not years worth of sexual fluid, that never evaporated in the heavy, humid air.

"What the fuck, what the fuck, what the fuck..." Pitter repeated, backing up almost to the edge of the cliff leading deeper into the black chasm. "Are those p-ponies? Rosette, please, make that portal thingy again so we can get out of here befo... you're not listening to me, are you?"

In something like reverence, I carefully waddled toward one of the bloated, squirming ponies, my tentacle-laden underside dragging along the rock below me. The one nearest me, a mare whose coat color was hard to determine between the dim light and the veneer of juices, slowly turned her head. Eventually, her lips curled into a smile, or as close to one as she could manage with two slippery purple appendages hanging from her mouth. When she spoke, it was slurred, the words made more with tongue than lips, since her jaw didn't seem to be properly attached.

"Hhhhhiii," she gargled.

My own tentacles had decided this was an excellent time to fuck my throat for all they were worth, so I greeted her with a friendly wave instead.

The mare's focus faded for several moments. She moaned and went cross-eyed, and I heard more orgasmic fluid rain onto the ground behind her. Eventually, she resumed sizing me up, and then shifted her gaze to Pitter. She frowned.

"That one," she managed between gags. "No colony. So sad..."

She paused, and the pointed to something behind us. "Maybe they will give her one," she suggested.

I couldn't turn around fast enough to see what she was pointing at, but Pitter did, and the little mare screamed again.

A huge mass of purple tentacles had risen up from the pitch-black depths beyond the edge of the cliff. Pitter bolted, but the creature moved with lightning speed, grabbing my friend up with a whiplike snap. For a second or so, she looked at me desperately.

"No! Rosette! Hel- aaaaaaAAAAHHH!"

The alien beast unceremoniously rammed a tentacle so far up Pitter's ass that I watched an prominent protrusion grow beneath the surface in her stomach. Her shriek was muffled a moment later as a similar one forced its way down her throat, sliding so deep that I felt for sure the two tentacles must have been touching inside her. Her eyes watered from the strain, but her flailing was useless; there were dozens more tentacles below, and whatever they were attached to clearly wasn't something pony strength could overcome.

"Lucky!" the bloated mare near me chuckled. "Now she'll get a colony too."

As two more tentacles wrapped up Pitter's limbs, and another thick, weighty one planted itself deep in her pussy, the little mare seemed to give up the fight. At the mercy of the tentacles, she hung limp as she was carried slowly into the abyss.

Before she disappeared from view, they began to fuck.

Pitter's thin little body jerked, and I heard a faint squeal escape around one of the tendrils. I smiled contently as I watched them violate her, much deeper and harder than my own colony had on the train two days ago. It looked like so much fun.

The last view I got of her was of her throat and lower body bulging and churning before the darkness below swallowed her up.

She'd be back, of course. With a nice, thick helping of egg matrix inside her. And since we were here in this realm, she wouldn't be able to make the mistake of getting them removed. Joy bubbled up inside me at my friend's good fortune; soon, she'd be able to live just like I was!

I turned back to the herd of enormous, tentacle-stuffed ponies lying on the rocky shelf. Most of them had already resumed their happy moaning and excited squirming as their orifices stretched into bizarre shapes to accommodate huge masses of wormy limbs fucking them.

As I waddled over, I noticed a stallion. There were less of them than of mares, but there were definitely a few. My eyes drifted unashamed to his cock, which was almost unrecognizable, considering a tentacle was bending and bulging it to terrific proportions as it poked out of the tip.

Stallions had never been able to pleasure me very well, but that dick, squirming and changing in size and shape, looked like it'd be fun to fuck. Not that we could really make that happen; the shapes of our bulging bodies meant his cock wouldn't be able to get anywhere near my pussy.

It was hardly a disappointment. My tentacles were probably doing a better job anyway.

The stallion looked at me. "So small..." he commented slowly. "You should have more."

I glanced around, and realized he was right. I was depressingly tiny compared to the massive, immobile ponies around me. I watched the bulges rippling beneath their skin and wished I could have a colony as big and vibrant as theirs.

"Cheer up. We can help," another mare said, between coughing up huge mouthfuls of smooth lubricant. "There's plenty to-"

She paused to orgasm. I waited patiently. And had one of my own.

"-to go around, and we get more every day from those who live down below, where your friend is," she finished.

I smiled excitedly. Did this mean what I think it meant?

Three tentacles slid out of the mare's mouth and lifted me, bulging belly and all, into the air with surprising ease. They held me up, and positioned between four or five of the massive ponies.

And then, tentacles were everywhere. They burst from every orifice of every pony around me, glistening in the dark with saliva or pussy juices or deep anal secretions. I gazed up at their twitching tips the way a puppy might stare adoringly up at its master. My focus on everything around me faded as one all-consuming thought took hole.

Fill me! Fill me like never before!

In a whirlwind of motion, it began. The tentacles inside my body retreated lower, making room as many new, slime-covered invaders pushed earnestly into my holes.

Instantly, my understanding of what it felt like to be stretched to the limit was completely redefined. The tentacles wound together, forming bumpy, quivering masses. Four of them... no, five, spread my pussy apart, the flesh straining to open unbelievably, unnaturally wide. My ass was quickly stuffed full as well, and I had just enough time to look down and see my engorged body absolutely churning with activity before my vision was obscured by three or four large tentacles making my jaw ache as they forced their way into my throat, then all the way down to my guts.

I felt one or two of the tentacles exit my lower holes, and heard several wet splats hit the rock before they dove right back in again. Presumably they were scooping out more shredded, mushed organs; useless wastes of space, of course, when my colony could now provide all the services those things once did for my body.

I don't know, nor do I care, how long it went on. Every inch of my body was alight with sensation, as it struggled to parse the feeling of being stretched to far, far greater proportions than ponies were ever meant to. Each movement instantly triggered another orgasm, causing my fluids to rain down on the swollen ponies around me almost constantly.

And finally, when they were satisfied with fucking, they began filling.

It wasn't just eggs this time. My various holes were brought close to those of the ponies around me, and whole tentacles, and presumably whatever they were attached to, though I couldn't see what that might be, slid into me. As the herd shared their colonies with me, my belly began to grow. My growing mass passed the bottoms of my hooves; just like the other ponies, my legs would no longer reach the floor. I heard my ribs and hips and other bones restricting my overall shape crack and finally snap free as my body swelled into an enormous sphere, my insides wriggling and writhing with hundreds and hundreds of pounds of eager tentacles. I wouldn't be moving anywhere under my own power anymore, but why would I ever need to?

And still, it continued! My fur didn't fit over my form anymore, and pulled apart, revealing wide patches of bare skin decorated with long stretch marks. Lubricating slime oozed from every opening it possibly could as the pressure inside me built up, running down my face as tears, snot, and saliva.

It vaguely occurred to me that all this probably should've been causing me pain, but there was none to speak of. Had the creatures inside me really developed a chemical that numbed pain without also dulling pleasure? What fantastic beings these were!

Just when I thought I simply couldn't get any bigger, when I felt I might burst like a balloon at any moment, the influx of eggs and wriggling critters finally stopped. Slowly, the tentacles belonging to my fellow ponies, more than a dozen in all, pulled out of me, and retracted back into the gaping pussies, mouths, and anuses of their owners.

I couldn't move. I could barely even breathe. I certainly couldn't think clearly. Just like all the others, I was nothing now but an enormous, stretched-out sack of flesh housing dozens if not hundreds of huge, thick, muscular tentacles, swirling and twisting beneath my taut skin.

I had never known such joy.

My life in Equestria, I now knew, had been a burden. Barely a week ago, I had to spend each day worrying about things like working, shopping, and keeping up social relationships. There were things I was expected to do, ways I was expected to act, and my chances to enjoy myself had to take a backseat to responsibilities.

Here, there was none of that. I didn't need to always look my best, or behave in an expected, acceptable. Hell, I didn't need to even feed or clean myself anymore! The tentacles— those wonderful tentacles— took care of all of that. All I had to give them was something as simple as my body, in exchange for a lifetime of unending pleasure. All the complexities of pony life were replaced with the single, all-consuming desire to fuck. I pitied the many ponies back in Equestria who would never know what they were missing.

And speaking of ponies not knowing what they were missing...

A huge tentacle rose from the abyss, and gently deposited Pitter-Pat on the rock. She didn't acknowledge me, but she looked barely conscious, so that was fair. More importantly, though she was still distinctly pony-shaped, the telltale bloating in her belly was proof that she was, once again, stuffed full of eggs.

I knew when she woke up a bit more she'd still be terribly upset, but relief washed over me knowing that she couldn't make the same mistake this time that she had before. There was no way for her to leave this place, after all, and once her eggs hatched into a healthy colony, I knew she'd come to her senses and realize that I had been right all along. I felt warm and fuzzy knowing that in a few short days, she'd be physically and mentally ready to commit fully, and receive her own teeming, vigorous colony, as I had just minutes ago. Maybe I'd even be able to help fill her, as the other ponies had done for me!

I felt the roiling, swirling agitation in my gut increase, and squealed with glee as my new, bigger, stronger colony set right to work on me. In seconds, each of my holes was stretched around nice, thick groups of tentacles, peeking out from inside as they began their endless quest to pleasure their new host. Gallons of fluid spilled from every exit, and I happily gagged and felt my substantially loosened lower holes contract to whatever extent they could, squeezing down on my treasured new friends.

The fucking started, rough and unrelenting, and my mind went hazy as an orgasm approached in seconds, making my swollen clit peek out again and again, each wink allowing it a moment of ecstatic contact with the slippery tendrils. I relaxed, letting my eyes drift shut, settling into position and letting my thoughts fade away and letting pure sensation and unmatched pleasure take hold instead.

I was completely content. I'd found a new home, a new way of living far better than what I had before, and had been fortunate enough to be able to share it with my best friend.

Life was perfect. And it was all thanks to that beautiful, churning, twisting mass that now filled every inch of my body.

All thanks... to my friends inside me.

END