The Great and Powerful Marecock

Act III

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So Close, Yet So Far

Ponyville was a-bustle with busy ponies cantering to and trotting fro. The noise of the town was quite distracting to the average pony, with stall-owners calling out to potential patrons, school-aged fillies and colts yelping and hollering in glee, and friends of all shapes and sizes talking among themselves.

But Starlight blocked it all out. She was moving with vigorous purpose. A determined brow creased her ridge.

“You thought you were gonna ruin me, huh?” Starlight said to herself, aloud, not even considering that anypony else could hear her. She wasn’t sure if she was referring to Trixie or her marecock. “You thought you could mess up ol’ Starlight Glimmer with your tricks — not happenin’, sister! Not this mare” — Starlight stopped and held a hoof to her chest with gusto — “I went to magical college!”

The heat of the afternoon sun, the smell of the various goods for display at the Ponyville market, none of it mattered. Starlight’s destination was a particular wooden wagon on the edge of town. She would not be stopped before she reached it.

Before long, Starlight was staring at Trixie’s wagon. Her confidence waned.

“J-jeez, this is ridiculous!” Starlight said in a quieter volume than before. She narrowed her eyes and focused on Trixie’s door. “I just gotta knock on that door, wait for Trixie to open annnnnd then I tell her it’s done! This whole thing with the marec—this whole thing with her, it’s over.”

Starlight laughed and batted her hoof in the air. “I mean, it’s probably just some stupid spell that already wore off! This is going to be one of those silly little memories that friends joke about when they’re old and grey. Peaches and cream, Starlight! Let’s go!”

And so, she continued. Two steps became four, then eight, and Starlight was faced with the purple doors of Trixie’s wagon. She raised her hoof to rap on the door, and…

AND…

Nothing.

Starlight glared at her hoof.

“Knock on the door, hoof! I haven’t got all day here!”

But Starlight’s hoof wouldn’t budge. She gritted her teeth.

Why can’t I just knock on the stupid door and get this over with?!

Her hoof began to shake. She lowered it and thrust her other hoof up to finish the job.

“Let’s go, lefty! You got this!” Starlight encouraged her… hoof. Her enthusiasm quickly drained away and she felt a streak of sweat tickle her neck. “Oh, for crying out loud!”

Starlight was fed up. She banged on the door using her head instead. Immediately afterwards she slammed her eyes closed and grimaced, as if awaiting a great pain.

But nothing happened. There was no sound of Trixie coming to the door, no turning of the handle, and no wooden creaking noise as the door opened. Starlight blinked in surprise.

“Huh. Maybe… maybe she’s not home?”

Starlight craned her neck every which way to look at the door from all angles, as if something was amiss that wasn’t readily apparent. She rose a single eyebrow in incredulity.

“I guess if she isn’t home, there’s no harm in checking. We’re friends, right? She trusts me.”

Starlight smiled, reassured in herself. She reached for the handle, turned, and pulled open the door.

Now let’s see if she’s—

Starlight’s lower jaw nearly shot through the floor of the wagon. Her eyes had adjusted to the darkness inside the wagon, contrasted from the bright sunlight outside, and what she saw brought her back to stupefied mode.

“GUUHHHH BUUUHHHHH,” she groaned.

There, in front of her very eyes, at the back of the wagon, was Trixie. She sat on her bed, giving her big, fat, meaty marecock the polishing of a lifetime.

Trixie’s hooves were a dizzying flurry of rapid-fire strokes down the entire length of her fearful shaft and up again. Trixie’s head was thrown back in mind-numbing pleasure, her tongue trying to decide if it should just jump right out of her mouth altogether and not just writhe against her lower chin. Veins danced on her neck as it flexed from every ounce of sheer euphoria.

Starlight’s mouth simply could not be closed. Some kind of force kept it agape. Her eyes, saucer-sized, scanned every last inch of Trixie’s jiggling form. The smell inside was nothing else but erotic. Pure, hot erotism. A dangerous, sweaty spice.

And the sound…

Starlight cocked her head.

I don’t hear anything.

She looked closer. Sure enough, an almost imperceptible field of magic encircled Trixie. A silencing spell.

T-that explains the lack of a response when I knocked… oof…

Starlight’s breathing picked up. She ogled her friend’s blood-engorged dick. Princesses, was it ever slick and…

Appetizing.

Starlight unconsciously licked her lips.

She just couldn’t help it. She had to get closer. A hidden urge compelled her, as if a near-silent voice was whispering in her ear.

Go touch it.

It was dark inside the wagon, with minimal light entering the interior. Still, it wasn’t so bad that Starlight couldn’t navigate — it was, after all, a straight path to Trixie’s hot, wriggling form. Starlight’s throat was once again dry, and her breathing shallow. She moved inside the barrier.

The squelching noise of Trixie hammering her cock and her guttural moans instantly slammed into Starlight’s receptive ears. Her breathing picked up as the noises had a palpable effect on her nether regions. Starlight stepped forward with a harsh swallow, her ears flickering with excitement.

“Trix—” she began, but Trixie fell back onto her bed from the startling and cried out in surprise.

“AHHHH—w-what? S-starlight?!”

Trixie’s huge dick stood straight up like a black mast. Starlight’s tongue traced across her lips.
Trixie’s caught her breath and leaned up with a hoof against the bed. She stared at Starlight with nervous, prey-like eyes. Starlight was distracted by the scent of sex, and she briefly saw stars. Then, she took a few more steps until she was close enough to touch the marecock.

“Trixie, I’ve g-gotta talk to you! About this… this thing!” Starlight touched Trixie’s dick with her hoof, and Trixie moaned in response.

“You never s-should have showed me your marecock, T-Trixie? Do you know what it’s done to me? How it’s affected my friendship studies? H-how could you?”

Tears formed in the corners of Trixie’s eyes. Her dick didn’t shrink an inch.

“I’m sorry, S-starlight! It was just some stupid spell to transform into a minotaur, o-only the only part of me that became a minotaur was… well, that,” Trixie pointed to her marecock. It twitched, like someone waving a huge sausage. Starlight wondered about just how much cum could come out of that fat cock. She shook her head. Trixie continued, getting a hold on her ragged breath.

“I don’t know what came over me before, but when the spell happened, I just got so… so…” Trixie closed her eyes and grimaced. She tensed up her lower half and some pre-cum drizzled out of her urethra. Starlight’s eyes became wide. She traced the shape of the marecock down, down until she beheld two beautiful, leathery testicles. They looked scrumptious.

“Horny?” Starlight finished for Trixie. Trixie’s response was an affirmative grunt. She bit her lip and gently caressed her dick, first with one hoof, then another. She sat back up. Starlight got even closer, sitting down on her haunches and placing both of her front hooves on each of Trixie’s plush, dark-blue thighs.

“Jeez, w-what a situation this is…” Starlight breathed. She brushed her mane behind her ear and leaned forward. If she wanted to, she could lick the head of Trixie’s massive shaft. “Listen,” she began, staring at Trixie with impassioned eyes, “I’m going to relieve you of this p-problem —because we’re friends! — and after this, you’ll reverse the spell, and we’ll never talk about this a-again, okay?”

Trixie could only nod. Her chest heaved up and down with each deep breath. Her mane was a scraggly entanglement of loose threads of hair and sweat-caked tufts. She was hoisted up by her front hooves behind her, and her marecock was bobbing up and down, awaiting Starlight’s strangely eager mouth. Starlight sighed longingly, meaning for it to be a much-more annoyed sigh than she could actually produce.

“A-all right, here goes…” Starlight briefly nibbled her bottom lip. “It w-will be faster if I use my mouth…”

A voice called out inside her brain.

… and this way it’ll be easier to drain those big balls of their cum!

Starlight closed her eyes and gritted her teeth.

No! Stop thinking that! This is just to relieve Trixie of the pain! I mean look how hard she is…

Starlight opened her eyes. The marecock was indeed hard. Hard as a rock. Thick, steamy and musky. Starlight’s head dropped down to Trixie’s wobbling balls and she took a generous whiff.

W-whoa…

Starlight dove right into Trixie’s nutsack and smelled some more. The scent could have brought a herd of estrus-stricken mares to their knees. Starlight groaned out in pleasure.

“H-here goes, Trix…”

Starlight wasted no more time. She licked the head of Trixie’s dick, savoring the salty, slimy texture of mare spunk, then engulfed it in her mouth. It took quite the rearrangement of her jaw, but Starlight was all-too pleased to make the adjustments. Trixie moaned out, long and deep, as Starlight took the first few inches into her gullet.

“S-star—ooooooo!”

The sound of moisture and suction filled the space inside the barrier. Starlight sucked lower and lower, gripping Trixie’s thighs for dear life. Starlight ignored the ache in her jaw already forming. Trixie leaned forward and hugged Starlight’s head, urging her ever lower.

“Buck, Starlight, that’s amazing! So good! Oooooooo!”

Starlight really started to get into it and moved her head back and forth as she tasted every inch of Trixie’s minotaur-sized dong. She was able to take in eight inches and was close to the base. Still she forced more and more into her throat, which was unaccustomed to the gargantuan invader. Trixie’s moans became shouts.

“YESSSSSSSSSSSS OOOOOOOOOOO—” she cried out. Starlight reached the base and started to lick Trixie’s balls when she was bottomed out. Starlight’s cunt throbbed with longing and dripped with desire as she imagined her little pussy getting speared by Trixie’s dick.

If the cum tasted so good in her upper mouth… how would it taste in the lower? Just how much spunk could she extract by using that tight, moist hole that previously had only known the presence of a hoof? Starlight reminded herself — she had gotten her hoof inside without much issue when she was horny enough. At that moment, she felt turned on enough to fit in anything. She had to try.

By the time Starlight’s blowjob had become a blur, Trixie’s hold on her magic was failing and the barrier began to dissipate.

“S-starlight—ooo!—S-starlight, w-wait! The silencing b-barrier…!”

But Starlight couldn’t wait. She NEEDED cum. A foal-like whine escaped from her mouth around Trixie’s cock. She retreated from the giant cock with a gagging noise and began to slobber on the slimy, pre-cum-soaked head. She kissed and licked it lovingly.

“J-jeez… Trix… I need your—I mean… we need to… finish this…”

Starlight pulled back from the dick. She looked up at Trixie and pleaded with her eyes. Her cheeks were on fire. She stroked Trixie’s thighs.

“I have an idea, okay? D-don’t be weird…”

Starlight climbed up into Trixie’s lap, making sure to savor the feeling of the marecock tracing the entrance to Starlight’s pussy. Starlight bit her lip to stifle a moan and looked up to the ceiling in pure ecstasy. Her tongue escaped her mouth and flopped downwards. She got into the position she wanted: her ass and cunt were pushed right against the length of Trixie’s dick and Starlight’s face was a breath away from Trixie’s. Both mares stared into eachother’s eyes and panted.

Starlight put her front hooves against Trixie’s chest and Trixie wrapped hers around Starlight’s midsection to balance them both. They were ready. Starlight couldn’t fight it anymore — she crossed the gap between her and Trixie’s lips and enveloped Trixie in a sultry, sloppy, wet, jizz-flavored kiss. While they made out, Starlight rubbed her sex against Trixie’s marecock. Two sets of moans desperately fought to escape the slutty mare mouths.

Starlight briefly pulled back.

“Rut… me…”

She dove back in and kissed Trixie hard. Then she pulled back and looked at Trixie with a commanding stare.

“RUT ME WITH THAT BIG BUCKING MAREDICK!”

Trixie nodded, equally as filled with gusto. They mashed lips again and Starlight positioned her dripping lower opening with the head of Trixie’s dick. The sensation of the dick and the pussy saying their first hello was enough to drive Starlight away from Trixie’s lips. She laid her head against the crook between Trixie’s neck and shoulder. She cried out in lust.

“Buck, do it Trix! Please!”

Trixie flexed her lower body upwards and the mushroom-like head of her marecock began to tenderly stretch Starlight’s folds. Starlight’s eyes popped open and she smiled with a wide, open mouth. Her vision turned into a field of stars.

“OH BUCK YEAH! OOOOOO!” Starlight groaned.

*KNOCK KNOCK KNOCK*

No.

Impossible.

Not when she was so close.

*KNOCK KNOCK KNOCK*

“Hey Trixie, you in there?”

The sound of Twilight Sparkle’s voice.