Midnight Snack

by TheLostBrony

Rating: mature
Tags: Sex, Fetish, Random, Adventure, Original Character, My Little Pony: Friendship is Magic
Length: 19176

After a spell gone wrong, a unicorn is shrunk to a fraction of his size. He needs to find help, but in a streak of bad luck he seems to keep finding himself inside other ponies.

Midnight Blaze is a unicorn living in Ponyville with a passion for magic and inventing. After an experiment gone wrong, he is reduced to a fraction of his size and left without magic. He’ll need to find help if he has any hope of changing back, only problem is, his efforts seem to get him eaten more often than not. Is this a curse, or just a streak of bad luck?

Co authored by Wolven, Midnight Blaze and Twinken belong to him.

Content warnings: micro/macro, oral vore, full tour, belly expansion, same size vore, and explicit M/M clop. Specific warnings will also be posted above each chapter.

Published 2021-11-14 01:00:01 UTC
Last updated 2021-11-24 20:52:17 UTC

Midnight Launch

Near the edge of Ponyville, stood a five-stable tall tower. This was the home and place of business of Midnight Blaze, a sapphire blue unicorn with a black mane highlighted a dark blue. His cutie mark was a pale white-blue crescent moon facing upwards enclosing a five point-star surrounded by five twinkles, reflecting both his talent for magic, and his lunar pony lineage. He'd settled in Ponyville last year and started his own magic shop called "Into the Mystic," which he ran from the ground floor.

Very quickly, it became rather popular with the locals, who were fascinated by Midnight's merchandise. Tools, doodads, gimmicks, baubles, toys, potions, furniture, tableware, powders, lotions, elixirs, doohickeys, whatchamacallits, and so much more, all crafted, made, brewed, or fabricated by Midnight himself. Every single one of his wares were magical and useful for something.

Many of his wares were his own invention, and all-too-quickly the unicorn had become well-known for his merchandise and many of his wares were in demand.

The problem was the supply. Midnight had to make his wares himself, which took time. Not to mention finding the right materials and ingredients for them, which was harder and sometimes very expensive.

Then there was the experimentation. The trial and error, figuring out what worked and what didn't. As a matter of fact, some of Midnight's best works had resulted from a mistake or an accident. Midnight was just glad he'd paid attention in his classes, and as a result of his hard work he'd graduated with honors. He was the top Enchanter and Alchemist in his class, along with rewards for Transmutation and Abjuration. His knowledge and skills in these arts of magic were crucial and necessary to his work.

Oh, he'd gotten recommendations, offers and such, but Midnight had no interest in working for some greedy company or devoting himself to "serving and protecting" Equestria.

No, he just wanted to experiment and refine his magical skills, make a good living with his work, and enjoy his new life in Ponyville. And frankly, he was off to a promising start.

Business in Midnight's store was usually busy on a good day, but it would slow or speed up, depending on occasions or certain times of the year. Today though, business was so slow-going that Midnight had only had one customer all day, which caused him to shrug before thinking; 'Perhaps I'll get get back to that...'

Ding!

The bell that rang when his door opened caught his attention, and Midnight turned to see a lunar pegasus walk in. A stallion with a dark gray coat and a purple mane so dark it almost appeared black at a glance, that was pierced through by his bright golden eyes that were slitted like a cat's. A cutie mark depicting a baton crossed with a set of hoofcuffs adorned his flanks.

"Specter! What brings you by, buddy?" Midnight smirked to see one of his best friends.

Giving the unicorn a teasing smirk, Specter replied, “Just stopping by to see if you’ve gone out of business yet.”

"Even if I have, I've padded quite a hefty account to go on a nice, long vacation," Midnight responded, and the two shared a friendly chuckle.

“I do actually have something in mind,” Specter nodded with a twinge of discomfort, stretching a stiff wing. “Do you have anything that can block a unicorn’s magic?”

"Well, that depends," Midnight looked behind the counter where his register was. "I have amulets and talismans enchanted with protective wards and blessings, but it really depends on what sort of magic a unicorn uses against you."

“Nothing too complex,” Specter replied, carefully folding back the wing with a wince. “Let me just say, unruly drunk unicorns are not fun to deal with.”

"Well, if they're punks with lousy spellcasting skills..." Midnight considered before looking through his merch before coming back up with a faux-leather band that had a sapphire on it, held in place with silver fastening. "This should suffice. I enchanted it with a Ward of Magical Resistance, there's a charm to alert you of imminent danger, like if someone's trying to attack you from behind, and you needn't worry about it running out of energy. Just set the sapphire in view of the moonlight at night so it can recharge.

"Oh, and it has a little glamour so no one but you can see it after you put it on your foreleg. But be careful because they can still touch it if they get their hooves on you."

“Well, I was looking for more of an area-of-effect sorta thing?" Specter clarified before wearily recounting, "You see, I was on patrol last night, and this drunken fool trashed nearly half a block before I got to him. Was almost on him until he decided to turn me into a living pinball. It would be nice to be able to put a stop to something like this before it gets out of hand…

"Then I also recommend this," Midnight levitated up what looked to be a stud earring with a little topaz in it. "This magnetic earring will render the wearer immune to a unicorn's telekinetic influence, so they won't be able to touch or move you against your will using their magic. This one however will feed on a tiny trickle of your own magic in order to maintain its strength. The more it resists on your behalf the more of your energy it will need."

"Combined with the band, both talismans will afford you some limited resistance to magic in general."

“Now that’s what I’m talking about!” Specter answered, tossing a heavy coin purse on the counter. Deftly, he snatched the earring and clipped it onto his right ear, that magnet holding it comfortably in place as he flashed a toothy grin. “Hit me with your best shot!”

In response to Specter's challenge, Midnight made a token effort and launched a pulse of telekinetic force equivalent to a hard shove. Specter felt it, but it was almost like water, as it washed over him and he didn't feel any discomfort at all.

"Whoa! That... that was like getting hit by a strong breeze, didn't hurt at all!" Specter chuckled, reaching up to touch the earring on his ear, "With this thing, I'll be-"

A bouncy ball flew out of nowhere and smacked the lunar pegasus in the schnozz, making him grimace and touch his snoot, not so much from the pain, but the surprise; though it did sting quite a bit, "...ow! What the fudge, mane?!"

"Telekinesis used directly against you won't work as long as you wear the earring," Midnight clarified with a cheeky fanged smirk, "but unicorns can still use telekinesis to throw things at you."

"Urgh, noted..." Specter wiggled his nose, shaking it off.

"Also, remember, the earring uses energy from you in order to protect you from direct telekinesis," Midnight warned. "If constant telekinesis is used directly on you long enough, the earring will sap your energy and tire you out. You could even be rendered unconscious, at which point the earring will fall off."

“AGH! Yes... I’ll keep that in mind.” Specter mumbled, still rubbing his nose as the pain dulled away to nothing. "So! You free for patrol tonight or...?"

"I think I can make it tonight, though I am working on a little something," Midnight replied. "Haven't worked it out completely, but it gives me the opportunity to refine my skill with a certain spell."

"Oh? Do tell." Though not a unicorn, Specter was always amazed by his friend's magic.

"Trade secret. Though, I can tell you that it involves some size magic, and has the potential to revolutionize the culinary arts," Midnight answered with a wink.

"Fine then, keep your secrets." Specter replied with a fang filled scowl, staring him down for a moment before his face lit up again, and they shared another laugh. "Well, I'd better get going, it is afternoon after all, and my bed is calling to me. See you on patrol tonight!"

And with that Specter turned and trotted out the door with another ding.

"But I didn't promise anyth..." Midnight went to reply with an outstretched hoof, but the lunar pony was already long gone.

Hours dragged by. By the time mid-afternoon rolled around, the only other customers Midnight had attended to were a purple earth pony asking about hangover cures, and a amber brown pegasus who inquired about magical contraceptives. (As if he'd carry such a thing). With a sigh, he decided to close up shop early. Flipping the sign on the door from open to closed, he headed down to his basement where he'd set up his workshop.

Hey, more time to work on the project, he supposed to himself, and with an early start he should be done in plenty of time to help out with that patrol.

The Experiment

Author's Note

Content warnings: Macro/micro vore and regurgitation

The Experiment

Midnight concentrated on a tray of decadently frosted cupcakes that lay on the table before him. If this spell worked, they would be reduced to a fraction of their size, yet be just as flavorful and filling as they would in their normal size. The idea had come out of nowhere, it seemed ludicrous, but then Midnight figured, perhaps miniaturized foodstuffs could be beneficial and practical. After all, if one needed more space to store or carry food, then entire meals shrunken down to bite-sized would enable one access to a full meal anytime anywhere without worrying about carrying a lot of food on their person. All he had to do was get this shrinking spell right and then apply a food-preservation charm.
An aura of turquoise blue surrounded his horn, and then the tray. The cupcakes vibrated slightly, a few even lifting an inch or two off the tray, but nothing else seemed to happen.

“Hmm, just a little more power,” he mumbled to himself, and the glow doubled in intensity. "Not yet... Almost…”

Suddenly, there was a clatter from the other room followed by the quick clop of little hooves on the floor. The door flew open and Twinken galloped in, the little unicorn colt bubbling with excitement. He seemed almost like an indigo blur, his brandeis blue tail streaming behind him, and a set of heavy saddlebags bounced on his sides.

"Hi big bro I'm home, you won't believe the day I had at school, oh sorry I see you're busy, I'll be back in a minute bye!" Twinken rattled off in a rush, bumping against the work table where Midnight had some of his alchemy equipment, including a few beakers and phials full of potions and alchemicals, as the colt whipped around and galloped out of he room nearly as quickly as he'd come in.

Midnight's head jerked up, about to scold the colt about being careful in his workshop, but at that moment the spell he'd been charging fired off, missing the tray and instead rocketing at a nearby enchanted mirror, deflecting off and hurtling back at the unicorn.

His eyes widened. "Oh...buck me!"

The spell hit Midnight, which felt similar to being hit by a water balloon as the magic burst and washed over him, and suddenly, the world seemed to shift around him, everything warped into a kaleidoscope of bright colors, forcing him to squeeze his eyes shut. Then, suddenly there was a loud ‘pop,’ and the colors faded. When he opened his eyes he was lying on his back surrounded by something soft and pink and blue. Frosting! His nose was filled with the sweet smell of the confection as he looked around, finding himself to be sprawled out on top of a cupcake that seemed now to be the size of a bed. Attempting to light his horn produced only a few crackles and sparks, and shot a sharp twinge of pain through his head.

“Well that’s just great!” he grumbled as he struggled to sit up but the frosting and cupcake were so soft and sticky underneath him.

He was so preoccupied he didn't notice as a shadow swept over him, and he looked up to see the towering face of his now not-so-little brother beaming down at him. Or rather, at the cupcakes around him, since Twinken didn't look directly t the shrunken stallion and Midnight realized, He doesn't see me!

Of course not, he was half-buried in blue frosting, blending in with the confection.

"Midnight!" the colt called out, looking around briefly. "Where'd you go? I wanted to tell you something!"

With one last glance around and a shrug of his shoulders, Twinken's gaze returned to the tray as he licked his lips and his crimson red eyes glinted with mischief, "I hope you mind if I have some of your cupcakes...!"

Abruptly one of the cupcakes next to Midnight lifted into the air and soared into the giant colt’s mouth. Hardly any time was taken to savor the treat, two quick chews and it was swallowed down with a loud gulp in one big lump which was visible as it traveled down Twinken' throat and disappeared into his chest. Within seconds the only evidence it had ever existed were a few flecks of frosting on the colt’s lips, before those were licked away as well with a swipe of his tongue.

Uh-oh! Midnight thought before scrambled to get off of the cupcake, but the thick frosting and soft cake underneath it might as well have been quicksand, as the more he struggled the deeper he sank.

Ceasing his efforts to extract himself, he returned his attention to Twinken, waving his foreleg and calling out,“Hey, Twinken! I’m down here, don't touch any more of the-”

The ‘ground’ beneath Midnight lurched as his cupcake lifted into the air. His hopes rose, thinking his little brother had heard him. Those hopes were dashed with horror, as the view of his brother’s face was eclipsed by a gaping pink maw, saliva coating the walls and dripping onto a tongue that seemed to wriggle in anticipation. The rows of white teeth that normally framed a kind smile now appeared to him as giant deadly boulders ready to crush his bones, but even that paled in comparison to the gaping abyss of Twinken's throat that waited beyond.

Another attempt to call out was lost on his breath as he shot forward like an arrow, impacting the roof of the mouth, and being shoved deep into the cupcake like a whack-a-mole being hit with a mallet. He struggled briefly in the suffocating mass before a giant tooth cleaved through a hair from his muzzle, offering him one last view of his workshop. He reached out a hoof in one last bid for freedom before the mouth closed, sealing him in darkness. There was a loud ‘GULP,’ and he felt himself pulled backwards by an immense force. He took a deep breath and held it. If the situation he was in seconds ago could be described as claustrophobic, the crushing pressure that enveloped him now was overbearing. Slick walls of muscle kneaded against his face, and crushed the cake into a sticky mush around him, pushing him down, down, down.

The deep ‘bum-bump, bum-bump' of his brother’s heartbeat grew louder and louder until it was almost deafening, seeming to be right on top of him at one point, before slowly fading into the background somewhere above him.

After what seemed like an eternity, though it had only been a few seconds, the cake broke away beneath him, and the pressure vanished as he was roughly deposited into an open space. A damp splash sounded under him, and the last of his body broke free from the mass of mush beneath him, leaving him sprawled atop it.

Realizing he was still holding his breath, Midnight exhaled and breathed in a deep gasp of hot, humid air that smelled of a nauseating sweetness. His nose was assaulted by the stench of bile and various foods, and his ears flattened to the sound of gurgles and splashes all around him.

He shakily got to his hooves, the mass beneath him shifted precariously, but seemed like it would hold for now as it rocked back and forth to a gentle kneading from the stomach wall.

Concentrating, he was finally able to light his horn, though just barely, and though it sent dull throbs of pain through his head, he held it. Though he knew there was no way he could do any more than hold it for now, the dull glow did at least illuminate his surroundings with a turquoise blue glow.

He was in what seemed like a shallow pool filled with mostly unidentifiable bits of food, surrounded by pulsing pink walls with a slightly purple hue. Just above and in front of him was a tightly clenched ring, the sphincter, which he knew is what had deposited him here.

“Ugh... no way I’ll be able to get up and out through there,” he muttered.

Even if he could, he knew there was no way he could claw his way back up the throat in any case. He also thought of the other hole he knew resided somewhere in that pool below him, but dismissed that though immediately. If there was any part of his brother he wanted to see less than here, it was where that would lead, he thought with a shiver. He snuffed out his horn and sat down.

Well, he was stuck for now, but as long as his ‘island’ held up, at least he’d have time to rest and hopefully come up with something.

*******************************

Twinken trotted back upstairs, licking his lips. Those cupcakes sure were yummy, but he had to wonder why his brother had just left them sitting out in his workshop.

Surely if they were meant for any kind of special occasion Midnight would have mentioned it. He hoped they weren’t part of some sort of experiment, he could have sworn he’d felt one of them move. Where was his brother anyway? He had just seen him!

Plus, Midnight had mentioned he would be spending the better part of the day in his workshop, and Twinken had wanted to let him know that he was going out to see some friends, and didn’t want him to worry.

Then again, his big brother did tend to get caught up in his work every now and then. With a shrug he scribbled out a quick note which he left on the table, and trotted out the door.

A short walk through town later, Twinken arrived at Sugarcube Corner. The tall and sweetly decorated building was abuzz with activity, and it seemed nearly half the town had decided to treat themselves today.

“Hey Twinken, ‘bout time ya showed up!” a voice called, and Twinken turned to see his good friends Apple Bloom and Scootaloo trotting up to him, the former having been the one who called out.

“I know, I know,” Twinken shrugged. “I would have been here sooner, but I wanted to let my big brother know first, and couldn’t find him anywhere. So, what’s up?”

Scootaloo flipped open a saddlebag with a grin, revealing over a dozen glass bottles. “Sugarcube Corner just started selling what they’re calling ‘the fizziest soda in Equestria! We were gonna head over to Sweet Apple Acres and see how many we could drink without burping. The loser has to eat one of those jalapeno red velvet cupcakes that Pinkie makes. You in?”

“You know it!” Twinken smiled, and off they went.

************************

Midnight's eyes slowly fluttered open. Strange, he didn't remember falling asleep. The slow rock of the stomach and that steady kneading must have caused him to nod off. Then, he felt a wet sensation on one of his hind legs.

With a frown he lit his horn. Though the magic seemed to come a little easier this time, he knew it still wouldn't be good for much more than light. The fact that it was recharging gave him hope though.

If he could rest long enough, perhaps he'd be able to teleport out of here. That plan immediately shattered though as he looked back. His island had crumbled and sunk a bit more, and his left hind leg lay partly submerged in the pool. He jerked it out with a start. The fur on it felt much softer, and the fluid bubbled and fizzed slightly as the last of it dripped off his hoof, leaving it with a polished shine as if he had just returned from a high end spa. Okay, time definitely wasn't on his side.

If he were inside somepony else, Midnight wouldn't be as worried. Regular ponies didn't eat meat, so their systems didn't digest it well. Except, like himself, Twinken was a lunar pony, thus they could eat and digest meat just fine.

Was he doomed to be digested and become part of his little brother, who would never know of what he'd done? No! Where had that thought come from? With a shudder, he drew himself in tighter on the 'island', careful not to disturb his already unstable perch.

*************************

A colt and two fillies sat in a circle in a barn, reclining on hay bales that had been moved around to create makeshift chairs. In front of them a couple packs of soda rested on the floor.

Scootaloo reached out and grabbed one with a wing, a cocky grin on her face. "Okay, who wants to go first?"

"Ooh, I do, I do!" Twinken exclaimed, snatching the bottle in his magic and popping the cap in one deft move. Bringing it to his face, he gave it a sniff. Mmm, orange and fizzy.

The two fillies shared a glance before turning to him with excited grins.

"Three...two....one....chug!" they chanted in unison, and without a second thought the colt tipped the bottle back and did just that.

Twinken's eyes watered as his nose was assaulted with bubbles, and his tongue tingled, but he pushed through, and in seconds the bottle clattered to the floor in front of him, empty. The colt gasped as he toughed out the discomfort before reaching for his next bottle of soda and the fillies chanted 'chug, chug, chug' again, and the more he drank the worse his discomfort got while his tummy began to distend from both the liquid soda and the carbonated gas fizzing inside of it.

Twinken managed four bottles total before he couldn't stop the tears of discomfort and finally stopped to catch his breath and groan from all the soda he'd just drank without pause.

"Aw c'mon, Twinken, keep going!" urged Scootaloo. "N-no, Scoots, Ah- Ah think he needs a break," Apple Bloom said kindly and the colt gave a grateful nod as he held his tummy and blinked away the tears while steadying his breath.

After a minute or two, all was fine for a moment, as Twinken sat up and slouched in his hay bale seat...and then his belly let out a loud rolling gurgle while shaking from the fizzy gas inside that grumbled for release, causing the fillies to giggle with slight disgust and intrigue.

Twinken crossed his eyes as the pressure built. "Girls, I think- I think I'm gonna..."

*BRAAAAAAAAAAAAAAAP*

*****************************
Earlier...

Lost in thought, Midnight was rudely knocked back into reality when the sphincter opened up above him and drenched him in a cold shower of orange soda. Almost as soon as it stopped, another came, and another. Until it finally stopped pouring.

"PPPbbth, AGH! WHAT?!" Midnight shook himself in a vain attempt to get dry, but it was pointless, since he was already sweaty and slickened by his brother's stomach juices. Now he was sticky with soda, though he couldn't deny he felt a tad cooler from the cold soda cooling him up after spending around an hour inside a humid, stinky stomach.

Regardless, he grumbled, "When I get out of here, that colt...!"

Before he could finish that sentence, Midnight could feel everything rising as the stomach filled rapidly, pressure building around him.

"Oh no...!" Midnight moaned as he realized what was happening, when more soda poured in.

The soda fizzed and bubbled as it made contact with Twinken's gastric juices and began to fill the fleshy sac up, flooding Midnight's 'boat'.

"Oh no!" Midnight echoed, more panicky than before, as he struggled to keep balance on his 'life raft' of partially chewed and digested cupcake... only to sink through it as it dissolved and broke apart, leaving Midnight to struggle to swim in bubbling soda and the remains of Twinken's food!

His ears popped, and he struggled for each breath as the pressure around him increased exponentially, what little air remained was quickly being replaced with gas.

"TWINKEN!!" Midnight screamed in abject horror and panic as he struggled to keep his head above the liquid flooding around him. "TWINKEN, I'M INSIDE YOU! YOU- YOU GOTTA BURP!! TWINKEN, HELP ME-"

And just like that, the colt's belly was full with nary a breath of air for his big brother, who'd just managed to inhale what little had been left as he went under.

Breaching the surface with a gasp, Midnight was thrown around like a ship in a storm as the stomach roiled around him. What had started as a cascade of fizzy, sticky liquid pouring down on him and tossing him off his perch had rapidly transformed into a bubbling ocean that crashed around him in waves, threatening to pull him under as it seethed around him. He rebounded off warm fleshy walls, sinking in and being thrown back as if it were some kind of organic bouncy castle. His head was pulled under again, and he got a mouthful of sweet orange flavored liquid. Just as he was starting to fear he might drown, pressure seemed to build, and the stomach gave a massive heave...!

*BRRAAAAAAAAAAPPPP*

A deep continuous belch echoed all around him as the sphincter opened wide, rippling from the force of the bassy blast.

Before he knew it, he was flying. Slick walls brushed his shoulders as he was forced through a tight fleshy ring, and then he was rising. Light, actual daylight, appeared as he rocketed upward. Fresh air washed over him as he took a deep breath, and before he knew it he was free!

There and Bat Again

Author's Note

Content warnings: Micro/macro vore, belly expansion, and regurgitation

There and Bat Again

Midnight trotted down a well packed path heading out of the apple orchards and back into town. As he moved he listened carefully for any sign of other ponies nearby. It would be easy enough to explain his small size as the result of a backfired spell, but his bedraggled state was another matter. He looked and felt like a drowned rat, and more than likely smelled like an outhouse.

After travelling a good distance without any incidents, the orchard gave way to the rolling fields that surrounded Ponyville. Ahead of him the path ran down a gentle slope before meeting an intricately worked stone bridge spanning a wide stream and entering the town.

It was midmorning by this time, and the streets were milling with ponies going about their business. Fortunately the area leading up to the bridge seemed clear, so it was possible he could make it to the water without being spotted. His size would play to his advantage in this regard, a single pro among a long list of cons. In addition to being unfortunately snack-sized, it had turned the normally moderate walk from Sweet Apple Acres into a grueling march.

By the time Midnight reached the bridge he was exhausted. His legs burned and sides heaved as he made his way down the bank. Without a second thought he shoved his head in the cold crystal clear water and drank greedily. Icy relief soothed his parched mouth and throat as he gulped down as much as he could hold.

Finally satisfied, it was time to take care of the next pressing need. Looking around, he found a small shoal nearby that formed a shallow pool of lazily swirling water. Considering it protection enough to keep himself from being washed away, he walked over and carefully stepped in one hoof at a time. He sighed in relief and shivered as he waded in up to his head. Still feeling his hooves contacting the sandy bottom, he dunked his head under and began scrubbing himself as thoroughly as he could, running his forehooves through his mane and tail.

When Midnight's head breached the surface he spat out a fountain of water and laughed. He was finally clean!

Making his way to the bank, he shook the water off like a dog, splashing tiny droplets in every direction. His mane and tail poofed out in a frizzy mess, and he almost laughed again when he saw his reflection in the water. He looked ridiculous! A nice hot bath (with lots of soap) and some time with a brush would be needed when he made it home.

"Heck, a little attention from the mares at the sauna wouldn't be be a bad idea either," he mumbled to himself.

Even better. When this was all over he'd install a jacuzzi in his tower, thinking, There's an idea... Magic powered jets, temperature control, maybe even bath salts and a water purifier!

Making his way back up to the bridge, Midnight looked across to see ponies still out and about in the town. The closest of them were just an easy trot away.

Finally! he smiled, breaking into a gallop. His journey was at an end!

All he had to do was flag one of them down, and they might be able to help him back to his tower. Then all he'd have to do was dig out a potion to dispel what remained of the shrinking spell and he'd be his normal self again!

His hooves made tiny clicks on the stone bridge as he galloped across and hit the far side. He lit his horn as bright as he could and waved.

Suddenly he skidded to a halt, his blood turning to ice in his veins from the sudden rush of sheer terror. Not five hooves away from him, planted right between him and the ponies stood a fluffy white cat easily three times his size. It was hunched down, rear end wiggling as its emerald eyes followed his every move.

"N-nice kitty..." Midnight whimpered, backing away slowly. "Pretty kitty!"

He stumbled, falling onto his rump, and the cat pounced.

Midnight closed his eyes, covered his head with his hooves, and waited for the inevitable. Suddenly the ground shook and he heard the cat let out a surprised yowl. He opened his eyes to find a shadow had fallen over him. Massive dark gray pillars towered over him on each side. Distracted for only a moment, the cat turned back to him, still intent on its prey. Suddenly, Midnight covered his ears as an ear piercing screech pierced the air.

"SKREEEEEEEEEEEEEEEEEEEEEEEEEEE!!!"

The cat ran off, its tail frizzy with fear, and Midnight looked up to see a giant face staring down at him, split in a massive toothy smile.

"Found you!" Specter crowed, causing Midnight to flinch. "You know, something seems different about you. Get a haircut or something?"

"Ha-ha, very funny..." Midnight replied, rolling his eyes with sarcasm.

"Seriously though, what happened?" Specter asked as he bent down to get a closer look at Midnight, his rump in the air while chin rested on his forehooves as he marveled at how small Midnight was. "I figured you were working on shrinking magic when I saw your notes, but this seems a bit extreme. I've been looking all over f-"

"Specter! Maybe we can catch up somewhere else," Midnight cut him off, nodding toward the street.

Specter looked up to see many ponies had stopped to stare questioningly at the lunar pegasus crouching down at something on the pathway over the bridge. They hadn't seen Midnight yet due to Specter blocking their view of him.

"Heh, my bad, dude, just a sec," Specter said, and before Midnight could say another word he reached down to grab Midnight by the scruff of his neck like a kitten, careful to avoid stabbing him with his sharp fangs.

Like this is any less conspicuous... Midnight thought as Specter trotted through the small crowd of ponies, who were now gawking at the tiny unicorn stallion Specter carried with his teeth.

He took a few turns onto various crossroads, turning into a secluded alleyway and finally setting the rabbit-sized unicorn down gently, before laying down across from him.

"So...what happened?" Specter asked again with a tilt of his head. So Midnight went on to recount the previous night, glazing over some things, and leaving the most embarrassing moments out entirely (like how he got out of Big Macintosh). By the time he finished the lunar pegasus was staring at him with an incredulous look on his face.

"I'd say that's hard to believe, but..." Specter sniffed and teasingly smirked at Midnight while covering his snoot, "You do kinda smell like shit, dude. So, how do we get you back to normal?"

"That should be easy enough," sighed Midnight, disgruntled but knowing he must reek was true, despite his earlier washing off in the nearby stream. "If you can get me back to my shop I should have a potion on the shelf that'll cancel out the spell."

"Easier done then said!" Specter replied, scooping him up again and trotting out into the street.

After ten minutes or so making their way through town, Midnight breathed a sigh of relief as he finally saw his tower peeking out over nearby buildings, now only a few blocks away. Finally, the nightmare was just about over; things were going his way.

Going his way that is, until Specter jumped.

***************************

As Specter was trotting along, Midnight hanging from his mouth, he brayed in alarm when suddenly he felt something land on his backside, sharp claws digging into his rump. Without thinking he tossed Midnight away and bucked the weight off his back, sending it flying the other way. He turned around to see the same white cat from earlier slink off into an alleyway with an angry hiss. With a relieved sigh he turned back to see Midnight was nowhere to be found.

"Up here!" yelled a tiny voice somewhere above him.

Specter looked up, with a confused "Wha!?...ummph!"

His question was cut off as Midnight lost his grip and fell off a wooden sign he had been clinging to, landing headfirst into Specter's open mouth. His head and front legs wedged in Specter's throat with a wet 'plop,' leaving only his hindquarters laying on the tongue, and only his tail was visible from the outside.

Specter gagged as the tiny pony was dragged in deeper. His own throat seemed to work against him as he did everything he could to cough him up. Hind legs kicked, trying to find purchase on anything they could, but the motion only helped to drive the tiny pony deeper. Specter's throat seemed to stretch impossibly as a massive lump traveled downward, and he felt a slight tickling as Midnight's tail dragged across his tongue before being sucked down after him.

As Specter felt the lump disappear into his chest, his earring began to tingle and vibrate in its warning of magic being used against him. As this happened his gut groaned and shifted painfully as it began to expand. What started as a small squirming bulge ballooned out, swelling past his knees until finally stopping just above his hooves, occasionally brushing the ground as its occupant kicked and squirmed.

The sudden drop of considerable weight into his gut caused the lunar pony to fall back onto his butt as Specter's eyes crossed and he let out a resounding 'BUUUURRRPP!!!'

"Oh... buck!" Specter cursed as he felt the squirming increase. Immediately he started gulping down air as quickly as he could until the struggling finally started to slow. "Shoot! Sorry, sorry sorry!"

Specter looked down at his belly, and could make out a faint outline of the pony within, hooves pressing out through his coat as he appeared to be curled up in a tight ball with his muzzle poking out near the bottom. As Specter cocked an ear he could hear muffled curses coming from within that made even him blush. It took some effort but Specter managed to stand back up, though he felt the swaying of his bulging belly beneath him as his "passenger" continued to struggle, more in frustration than panic.

Struggling to take each step, Specter continued towards the tower. As he walked down the street a trio of mares with flowers for cutie marks spotted him and immediately fainted, falling to the ground with dramatic girly screams. Carefully, he picked his way around them and continued on tiredly.

Though he was glad to still be in one piece, Specter felt it was so strange. He should have been blown to pieces when Midnight had suddenly expanded inside of him, but not only had his body somehow stretched to accommodate the full grown stallion, but he felt no pain at all. In fact the only thing he really felt was an overwhelming feeling of fullness.

The kind of full Specter felt after eating a good meal that left him pleasantly satisfied, and he blushed a bit at finding this predicament somewhat arousing. Though he kept that to himself.

"Don't worry buddy, we're almost there!" he reassured his bulging gut with some pats. "I sure hope you have a potion for this."

"I do! Hurry up and get in the shop, I can talk you through it,"replied a very muffled voice from within.

Finally making it to the door of Midnight's shop, Specter dragged himself inside, barely fitting as his bulging sides brushed the frame. Making his way behind the counter, his eyes scanned over shelves set in a glass case full of bottles and vials of various sizes and colors.

"Okay, we're here. What am I looking for?" Specter asked as he sucked down a few more gulps of fresh air.

"Okay...ow..first go to row 3 on the main floor. There should be...argh...a small green vial there. Please hurry, it's starting to get uncomfortably tingly in here!" Midnight urged over gurgles and squelches getting louder.

Specter waddled over as quickly as he could, almost knocking a shelf over as his side bumped against it. Scanning over the neatly organized containers he quickly located the described object and snatched it up. Pausing for a moment, he removed his earring and set it on a shelf. He didn't know if it would interfere with the effect, but now was not the time to take chances. Uncorking it, he gulped it down, grimacing at the unpleasant flavor that reminded him of soda fizz but tasted flat and stale.

"Ick! What was that?"

"Just a strong antacid. That should buy us some time." Midnight explained before instructing, "Now go to the case behind the counter. It's got a magical lock coded to me, but since we're...sharing the same space...at the moment, it should open for you."

The gurgling was already settling down, taking some of the urgency out of Midnight's voice as Specter followed his instructions. As expected, the case opened for him, and he looked over the items in front of him. Okay, this time...there!

Picking out a large purple flask of purple liquid, Specter asked,"Okay, what's this one for?"

"It'll make your insides much more flexible so you should be able to cough me up. Normally it's used to assist with foaling....but it should do just as well for this."

Specter downed the contents, finding it tasted better than the antacid, sorta like a faint creamy taste, and within moments a shiver ran through him, and his belly drooped lower, now resting on the floor. Okay, just one more thing.

Making his way back to the shelves, this time Specter picked up a mundane-looking bottle with a puking pony printed on the label. Hah, this one he actually knew. His school nurse had used it on him when he was a colt after he had swallowed some loose change on a dare.

Not my proudest moment... he thought with a wince, before removing the cap and downing the contents.

Almost immediately his stomach lurched and shook, making a series of rolling gurgles and gassy grumbles, as if angry at being denied its meal. He coughed and hacked, sending spittle flying everywhere. His stomach gave a massive heave, and very slowly a massive lump began working its way up his throat, forcing him to fall forward as he retched and gagged.

Now laying on his belly, Specter could see his reflection in the glass of an elegant display case in front of him. He watched as his throat opened wide, and his jaw seemed to unhinge like a snake as Midnight's sodden head emerged. It wasn't long before the rest of Midnight followed, sliding out in a series of wet 'schlicks.' One final long gag from Specter and he was out, slimy and soaking wet with gastric juices and traces of potions, but out.

For a long time they both lay there panting. No words were shared as they were both too exhausted for any meaningful conversation.

Eventually, Midnight got to his hooves, simply stating with a flat demeanor, "Well, if you need me....don't, because I'm about to take the hottest, soapiest bath of my life."

"Sure... urp!" Specter turned over onto his back, his tongue hanging out of his mouth before asking, "Can I have something to eat?"

Midnight ignored him.

*Several Days Later*

Specter sat in Midnight's personal library, located in the third floor of his tower. He kept perfectly still as he was surrounded by a turquoise blue aura. Midnight stared at him intensely, only looking away to periodically scribble down some notes and consulting some books he had floating around himself. After several minutes the glow cut off, and Midnight set his notes and quill aside before sitting in front of Specter.

"Okay... so here's what I've uncovered", Midnight began, appearing to settle in for a long lecture. "There seems to be an interesting....anomaly in your innate magic. It appears to effect your entire digestive tract, allowing for an incredible amount of expansion and a significantly more efficient digestion process. This of course would explain why you didn't explode when I abruptly returned to full size inside of you. Cross referencing these details with some old references on lunar ponies, I believe this may have been something that came about in the era before the rise of Nightmare Moon."

"Wait... are you saying... lunar ponies can...?" Specter was beginning to put the pieces together, but Midnight continued.

"It seems some time after Princess Luna brought about the creation of the lunar pony variant, she may have intended to create some as soldiers that could live off of meat if they had to. This is a trait that we still posses in some capacity, though this seems to be much more extreme. My only theory, is that, just as she made dreamwalking an uncommon power among our kind, she intended a certain subset to be able to actually consume other ponies whole. For what reason I'm not entirely sure. Perhaps as a way for isolated soldiers to sustain themselves for long periods of time without supplies. Or, perhaps as a bizarre way of taking prisoners, or even carrying passengers."

"But wouldn't... prisoners and passengers get digested?" Specter brought up.

"Not unless the lunar pony with this ability was trained to be able to control their own digestive tract," clarified Midnight before he continued. "Further study will be needed either way, but what's even more interesting is that I tested myself and confirmed that I possess the same ability, though I estimate it to be quite rare. As Dreamwalking seems to manifest in less than one out of every ten lunar ponies this ability would probably appear in maybe..." he checked through his notes briefly before nodding, "one in one hundred."

But those were all just theories for now.

Yes... Midnight thought, looking over at Specter as the lunar pegasus let out a long yawn with a subtle devious smirk.

Further study would definitely be needed.

Further Studies

Author's Note

Content warnings: Object vore, same size vore, male masturbation, and partial digestion

Further Studies

Video Log
Test #001
Experiment: Lunar pony swallowing ability.
Subject: Specter

A blurry black and white vision of Midnight Blaze's face filled the screen, staring intently with his tongue in his cheek as he used his magic to fiddle with the camera. The view shook and distorted a few times before finally focusing into a clear full-color image.

With a satisfied smile Midnight stepped back, and the view widened to reveal his workshop. Space had been cleared in the middle of the room, and Specter sat on the floor wearing a helmet covered in wires that were plugged into a number of machines displaying various readouts. He was staring speculatively at a large watermelon in front of him.

"Alright, test number one." Midnight spoke, looking into the camera. "This experiment will test the newly discovered swallowing ability found in certain lunar ponies. Please say hello to Specter, my volunteer subject for today!"

Specter looked over, giving a little wave and flashing a smile.

"In this experiment, Specter will be demonstrating this ability by consuming an entire intact watermelon."

Specter stuck his tongue out at that, causing Midnight to sigh in exasperation. "Some professionalism please, volunteer. You may begin when ready."

Specter rolled his eyes and turned his attention back to the watermelon.

Picking it up in his forehooves he cradled it carefully, orienting it so it was lengthwise. He lifted it up over his head in front of him and opened his mouth wide. Very slowly he started pushing it in, struggling as his jaws refuse to spread wide enough to encompass the large fruit.

After several moment of seemingly futile efforts, there was a barely audible 'pop,' and the watermelon abruptly sunk halfway in, bulging the lunar pegasus's cheeks out comically. This seemed to be the tipping point as the melon quickly sunk in further, disappearing down his gullet in a series of wet slurps and gulps.

Specter's throat bulged as a massive round lump travelled slowly downward. He panted, tongue lolling out as the bulge reached its destination. When it did, his normally toned stomach expanded outward and rounded out.

Finished with his meal, Specter let out a satisfied belch and stood up, stretching out his legs a bit to show off the small potbelly that hung down beneath him.

Midnight turned back to the camera. There was a slight blush on his face, and he had his back legs crossed tightly. "E..excuse me for a moment." He said in a flustered tone, turning and dashing off camera.

Several minutes passed, and by the time Midnight returned Specter's belly had returned to its normal appearance as he idly toyed with some instruments on a workbench.

"Hey, what did I tell you about touching things in my shop!?" Midnight yelled, causing Specter to jump back in alarm.

Midnight turned back to the camera. "Sorry about that. Now…where was I?”

He shuffled through his notes briefly before continuing. “Anyway, as you've seen this ability not only allows for the swallowing of larger objects than normally possible, but also boosts acid and enzyme production, massively speeding up digestion. As you can see an entire watermelon, rind and all, has been broken down in less than..." He paused, checking a nearby clock. "Fifteen minutes! These results have effectively proved two of my initial assumptions to be correct.”

He lit his horn, and the screen went black.

**************************

Finishing up some last minute additions to his notes, Midnight slapped a label on the finished film reel and slipped it into a neatly organized file cabinet.

"So." Midnight started, turning to Specter. "There is one other thing I wanted to test. I said a while back that I also posses the ability, and I'd like to see what it's like. I think the best way to do this is to swallow you."

"I don't know.." Specter replied, scuffing his hoof on the floor nervously. "Wouldn't it be better to try it with something smaller first?"

"Well, I also wanted to test my theory of being able to safely contain another pony by consciously suppressing the digestive process, and I'm not sure it'll be possible to do with anything less."

Specter flicked an ear at that last statement, giving Midnight an apprehensive glance.

"In order to reduce any risk..." Midnight went on, "I will have some potions on standby to get you out safely should anything go wrong. So...are you up for it?"

"Alright, I trust you." Specter replied. "But you owe me one for doing this."

Midnight almost spluttered at that. "I owe you!? Did you already forget the time I spent trapped in your smelly gut? If anything we're even after this!"

Specter rolled his eyes at that, but relented. "Fair enough. Let's get this over with."

To be honest, Specter was curious what it would feel like himself to be inside another pony. 'At least in a way that's somehow less lewd.' He chuckled to himself.

Not wasting anymore time, Specter lowered himself to the floor, laying flat on his belly with his hind legs stretched out behind him. Wasting no time Midnight reached out with his magic, lifting the lunar pegasus carefully and lining his rear hooves up with his muzzle.

Specter felt a shiver run through him as a wet warmth encompassed his rear legs. His hooves were squeezed tightly as they were pulled into the opening of the blue unicorn's throat, seeming to meet resistance for a moment, eliciting a sharp gag from the lunar unicorn, before finally opening up to admit them.

The initial hurdle overcome, progress accelerated quickly, and in moments Specter was up to his haunches in Midnight's throat as it greedily sucked him down.

Midnight suppressed a moan. With Specter's rear this close to his nose, his nostrils were filled with the sweet musky scent of the stallion. His thoughts started to drift to what was under that tail that lay flat across that toned rump. 'No!' He mentally berated himself. 'One should not be having thoughts like that about their friend!' Sure, they were both open to mares and stallions, but he had seen Specter with a mare at his side more often than not.

"Something wrong back there?" Specter inquired, wondering why progress had stalled.

"Nuhm mm." Midnight grunted in response, following up with another strong gulp.

Specter slid in up to his belly, and Midnight almost lost focus again as he felt the stallion's firm velvety sack drag across his tongue, assaulting his mind with its salty, yet strangely pleasant flavor. Reluctantly pushing it out of his mind, he made another strong swallow, bringing the lunar pegasus in up to his shoulders.

Crushing heat and pressure surrounded most of Specter's body, making the parts of him that remained outside feel cold by comparison. As he sunk lower, his eyes caught sight of the large mirror mounted to the wall on the far side of the room. He watched in silent awe as his shoulders disappeared, leaving only his head and forelegs visible. His own golden eyes gazed back at him as his face was rimmed by Midnight's mouth. The blue unicorn's sides bulged, and his stomach already drooped well below him. He could even make out the occasional movement of his rear legs as they poked out slightly, leaving small imprints in the taught flesh under Midnight's coat.

The last thing the lunar pegasus saw of the outside world was his face almost completely engulphed by the pulsing pink tissue of Midnight's throat. It sunk in further, and the world faded to black as the slick flesh covered his face.

'GULP'

One last swallow and Midnight could feel the rest of Specter's weight settle into his stomach, curled up in a tight ball within that bulged out his sides and hung down, nearly touching the floor below. Remembering his own experience, Midnight fought back an overwhelming desire to burp, swallowing down a few gulps worth of air instead.

He moaned deeply, reveling in a feeling of fullness ands satisfaction beyond anything he'd ever felt before. Carefully, so as not to jostle his friend within, he rolled onto his back, allowing his massive gut to spread out over him. It pressed his back into the floor as the weight of a full grown pony settled in on top of him.

Midnight concentrated, filling his head with thoughts of protection and care. If the ability did have the power to stop digestion to hold a pony safely, it would almost certainly be tied to willpower considering lunar pegasi did not have the means to actively channel magic.

"Doing alright in there?" He asked, giving his belly a soft pat.

"A bit tight and slimy, and I'm sweating my plot off, but I'm okay otherwise." Replied Specter's muffled voice.

Concern alleviated, another pressing issue immediately made itself known to him. At some point he had grown a massive erection. He hadn't noticed at first as it had been concealed by his hanging gut, but now that he was on his back its flared head was visible peeking out from behind it.

It rubbed against his belly, every movement from within sending a jolt of pleasure along its length. Any thoughts of decency were shoved aside as that swelling need mixed with that feeling of unbelievable fullness. Unable to resist, he reached out with his magic and wrapped his stallionhood in a turquoise arura.

Midnight panted, running his magic up and down along his shaft, crushing it against his belly as he stroked it. He thought about his friend inside him. So close. Closer then any pony could be to another, yet completely unaware that he was pleasuring himself to thoughts of him. Of his delicious plot, and the way he had swallowed down that watermelon with such ease. Of the time he had spent inside him, and the way he had been so careful to protect Midnight from any harm.

Waves of pleasure shot through Midnight as he climaxed, his forbidden thought pushing him over the edge as his cock throbbed, dampening the fur on his belly as spurt after spurt of thick cum splashed onto it.

When his orgasm finally subsided, Midnight was flat on his back as he breathed deeply, mind clouded in a deep haze of swirling emotions.

Suddenly Midnight snapped back to reality as he felt a sharp kick from his belly and a muffled voice cried out."Midnight. Midnight! Lemmeoutlemmeoutlemmeout!"

Panicking, Midnight lit his horn. Abruptly the weight atop him vanished, and there was a turquoise flash accompanied by a loud 'crack' as Specter popped into existence next to him. Midnight immediately got to his hooves when he saw the state his friend was in.

'Rough' did not even begin to describe the lunar pegasus as he swayed on his hooves. His coat was a matted slick mess, the fur missing in broad patches along his back, and the skin beneath red and irritated.

Before Midnight knew it, he was shoving a glass flask filled with red liquid between Specter's lips, forcing him to drink. As the liquid flowed down Specter's throat he seemed to glow, and slowly the redness faded from his skin, new fur sprouting to replace what had been lost. The bottle clinked as it fell to the floor, and Specter just stood there in a daze.

For a moment all that could be heard was a dripping sound as droplets fell from Specter's wet coat onto the floor.

"Specter, I..." Midnight began, but it died on his breath as Specter turned to him, his eyes watering on the verge of tears.

"You.....you almost digested me." He said in a hushed tone, barely above a whisper.

"I'm sorry Specter, I..." Midnight started, but Specter cut him off again.

"No..." Specter sighed. "I'm just as much to blame. I felt it happening, and I would have called out sooner, but...." He paused. "For a moment there I was at peace with it. We've known each other for a long time now, and for some reason the idea of becoming part of you permanently didn't bother me." He paused again, starting to blush. "I think...I think I might have some deeper feelings for you..."

Midnight stood there in shock, every word jolting through him like a blow from a hammer.

Specter sighed, casting his eyes to the floor. "I didn't think you'd unders..." He started, but was cut off as Midnight wrapped him in a tight hug. Their lips met, and they shared a deep, passionate kiss as tears streamed down both their faces.

Findings

Author's Note

Warnings: Graphic M/M clop. Including: Rimming, BJ, 69, and anal.

Findings

After a moment that seemed somehow to last forever, and be over far too quickly, the two stallions finally separated, both blushing intensely.

It hadn't been any kind of deep lover's kiss, really not much more than a drawn out peck on the lips, but it had flipped Specter's world on its head as he took a step back, leathery wings stretched out stiffly at his sides.

Midnight was not much better off, seemingly shocked by his own action as his turquoise eyes opened to meet the brilliant gold of Specter's staring back at him.

Specter scuffed a hoof against the floor awkwardly until Midnight finally broke the silence. "Sorry...I...I'm not sure why I did that..it just felt right in the moment."

"Don't apologize, dude." Specter replied, finally wrestling his wings back to his sides. It was a losing battle though, and they flared out again as he lunged forward, locking lips with the unicorn.

There was no subtlety to this kiss. Midnight gasped as he felt Specter work his tongue into his mouth, but gladly accepted the eager intrusion. As their tongues danced he marveled at the differences between them. While his was a bit broader and rounded, the lunar pegasus's was slightly narrower, and a good deal longer, almost able to wrap around his own as they wrestled for control.

Midnight's nose wrinkled when they broke apart this time, scrunching up his muzzle as he took in Specter's appearance, standing there still soaked in saliva and gastric juices, looking like a drowned bat.

"Not to ruin the moment, but you could really use a shower."

"I could say the same for you," Specter retorted, nodding toward Midnight's chest, which was now damp and slimy from their embrace.

"Shower's upstairs, you can go first while I get things cleaned up down h..." Midnight started, but was cut off by a sharp 'crack' when Specter's tail whipped his flank as he trotted past, the lunar pegasus smirking mischievously.

"Nonsense! We can shower together!"

Midnight couldn't help but blush at the suggestion as he massaged his stinging rear. He wasn't sure why. They had showered together on several occasions after night patrols, and there was nothing unusual about that, so why was he so flustered? Shrugging it off, he turned and followed the gray stallion up the stairs.

********************

Midnight let out a deep sigh, closing his eyes as the hot water washed over him. It was a bit cramped as steam rose up around them, at times feeling like they were playing an awkward version of 'Twister' as they reached around each other for various soaps and shampoos.

At one point Specter went to grab a bottle of conditioner from somewhere behind Midnight, but strained as he stretched to reach it around the unicorn's plot.

"You know, this would be easier if your big blue butt wasn't taking up half the shower." Specter groaned in mock irritation as he finally squeezed past it, nearly forcing Midnight's snoot into the wall.

Though Midnight was far from being overweight and sticking to his own exercize regimen, Midnight blushed with embarrassment how it was true that his rump was a tad rounder and plusher than the average stallion.

I suppose it comes from sitting around, reading, studying, and tinkering, Midnight thought with a mental sigh, but he smirked as he was not gonna just let that go unpunished.

"Is that so?" Midnight retorted, smirking as he leaned back, smushing the stallion's head between his plush cheeks and the wall.

"Ah! Ok, ok!" Specter groaned as he struggled free.

Midnight was forced against the wall again when Specter's wings popped open involuntarily, flinging soapy water everywhere.

"Your wingboners don't help either!" Midnight groaned as he found himself stuck against the wall, unable to budge.

There was a turquoise flash, and Midnight disappeared, reappearing outside of the shower. He used a gentle drying spell on himself, leaving his mane and coat still slightly damp, but good enough to satisfy him.

When Specter emerged he looked a bit flustered. The reason why was immediately apparent as Midnight looked him over. Not only were his wings still flared out stubbornly, but when Midnight's gaze shifted lower he could see a good length of the stallion's shaft had pushed its way out of its sheath, half-erect and flopping back and forth with each step as Specter reached over to grab a the towel from the rack.

As Specter finished drying off an idea came to Midnight, filling him with a mix of excitement and fear as he considered it. If he was rejected, it might irreparably damage their friendship. But, on the other hoof, he didn't know when there could be a better opportunity than this.

Buck it,he steeled himself, pushing the fear aside.

"Hey, I know it's getting late for you...Maybe you'd like to sleep here...in my room, and we could have some fun?" He asked, barely keeping the nervousness out of his voice.

His trepidation built, heart pounding as Specter silently turned to hang up his towel. Even after all they had been through, was this a step too far?

"Fun?" Specter chuckled, cocking his head. "You got boardgames in there or something?"

"No, I..I meant.." Midnight started.

"I'd love to." Specter cut him off, chuckling again at Midnight's confusion. He walked over to wrap him up with a wing, and side by side they made their way to the bedroom.

By the time they reached the doorway, any last traces of fear in Midnight's mind had been replaced with excitement and anticipation. In a playful streak he dashed forward and hopped up onto the bed, flipping over to lay on his back and letting his tail drape over the side of the bed, giving the pony standing in the doorway an unrestricted view of his goods on full display.

Specter blushed at the display as he crossed the room. "Sweet Celestia that's hot!" He whispered to himself, feeling a twinge from his nether regions as his stallionhood extended to its full length within a matter of seconds, the firm shaft slapping against his chest as he walked. When he reached the bed, Midnight got a shock as Specter leaned in and stuck out his tongue, running it in a long lick from the dock of his tail, across his puckered ponut, and all the way up to give his balls a flick.

The effect was instantaneous, the unicorn feeling his own shaft start to emerge as Specter continued. He felt the stallion's hot breath on his rear exit as his tongue traced around the hole, making him wiggle and moan.

It was short lived however, when the throbbing need of his navy blue shaft towering over him caught the stallion's attention. He smiled as he watched Specter look it over hungrily, following his eyes as they traced their way from the tip down the shaft, darkening and mottled with specks of light blue, all the way down the pair of velvety black orbs at the bottom, like a predator sizing up prey for consumption.

Specter reared up to rest his forehooves on the edge of the bed, and leaned in to give the head a couple of playful licks, getting a few twitches in response.

Being very careful to avoid scraping it with his fangs, Specter slowly took the head of the shaft in his mouth, bobbing up and down, taking in a little more with each stroke.

"Hu...hold on." Midnight breathed as he felt that wet warmth engulf his tip, causing Specter's tufted ears to flick forward as he ceased his ministrations, listening curiously and meeting his eyes over the glistening shaft still nestled in his mouth.

"If you turn around and get on top, I can help you out too."

He shivered when that warmth disappeared as his saliva soaked shaft popped out of Specter's mouth and the lunar pegasus flapped his wings, delicately hovering over Midnight and spinning himself around in a hover before alighting atop him.

As the stallion settled in above him, Midnight's view was dominated by that obsidian shaft that jutted out, stopping just short of his face. It was mottled with spots of dark gray in a few spots along the head and end of the shaft before turning to solid black by the time it reached the medial ring, and ending just below a set of velvety black balls.

It came closer as Specter laid down on top of him, and as soon as it was in reach he replicated his partner's efforts, giving the head a few licks before taking it into his mouth. When he did his mouth was flooded with its unique musky masculine taste, warm and throbbing in time with its owner's heartbeat.

As he worked the shaft deeper, he could feel the same thing being done to his own on the other end as it was once again engulphed in that sweet, wet warmth. He was almost up to the medial ring now, breathing through his nose as it stretched out his throat. A buck from Specter's hips almost made him gag as it was thrust deeper, but he kept going, spurred on by the attention being given to his own member as he felt it hilt with a light buck of his own hips.

A moment later Midnight felt his snout tap that velvety sack as he reached the end, taking a moment to inhale their unique earthy musk, before working his way back up to give the head a few swirls with his tongue and plunging down again. Very soon they settled into a good rhythm, bobbing and bucking back and forth like a horny seesaw, until finally he felt a hoof tap his rear leg, and he knew what was coming.

He eased off a bit as he felt the head of the cock in his throat start to flare, before driving it in one more time to the hilt, feeling his muzzle tap that taught sack as it tightened with a groan from above him, and bursts of hot seed flooded his throat.

His own orgasm wracked him seconds later, tapping out his own warning just in time before he painted Specter's throat, the stallion above him sucking it down greedily, only allowing a few drops to escape as they dribbled out of his mouth to run down Midnight's shaft.

They were both breathing deeply as Specter rolled off to lay next to him, and he turned to lay on his side, turquoise eyes meeting gold as they came down from the high of their climaxes, stupid smiles on their faces as they basked in the afterglow.

Abruptly Midnight let out a short burp.

"Heh, enjoy your meal?" Specter snarked, prodding Midnight's belly with a hoof.

"Y..yes.." Midnight blushed, covering his mouth.

"Mmm, I have to admit something." Specter said quietly, eliciting a sleepy "Hmm?" in response. "That's the first time I've done a sixty-nine with a stallion, and I have to say, you were pretty amazing."

"It's always been a favorite of mine, I think you'll find I'm full of surprises." Midnight replied with a wink.

"Heh heh, didn't expect a nerd like you to be the kinky one." Specter chuckled.

"First of all, Twilight Sparkle is a nerd. I am a geek, and studying has its benefits," Midnight responded with a sly grin as he lit his horn.

A jolt of energy flowed through both their bodies, and Midnight smiled and nodded toward his undercarriage. As Specter followed his eyes, his own widened when he saw that they were both at full mast again.

"Oh, and it's not just a simple rejuvenation spell. I've also made your prostate extra sensitive, so every thrust in your rear will feel like you're stroking yourself."

"In my...I..I don't know." Specter stuttered, unusually nervous, his ears flattening to his head, and his tail clamping down over his rear.

"What's wrong?" Midnight asked; concern shining in his turquoise eyes.

"I've never been mounted before." Specter whispered, and Midnight flicked an ear toward him straining to hear.

"What?"

"I said I've never been mounted before!" Specter answered, finally raising his voice enough to be heard. "I don't know why, I've been curious, but I've always been too afraid to try. But..heh...but maybe you can help me get over it. I...trust you."

That last admission brought a smile to Midnight's face, and he leaned over to give Specter a peck on the lips.

When they broke off the kiss, he noticed Specter glancing down at his shaft, this time with a bit of trepidation, rather than hunger. Sprawled out this close together, it was easy to compare it with his own as they lay side by side. They were similar in length, with Specter's having the advantage of an extra inch or two, but Midnight having the advantage in girth, as well as a larger flare. That last bit seemed to be giving Specter pause, as Midnight imagined he must be considering just how much it would stretch out his virgin rear.

"Well, I think I can help overcome your fear; and, as a reward I'll let you conquer this 'big blue butt' you seem to like so much."

That offer seemed to redouble Specter's resolve as he hopped off the bed to stand on the floor. "Ok, but we do this my way."

With that the lunar pegasus leaned forward to rest his head on the floor, lifting his rear into the air as he turned his head to look around it at the unicorn with half lidded eyes. He swished that deep purple tail of his a few times, giving Midnight a few teasing glances, before hiking it up to rest on his back like a mare in heat.

'Oh buck.' "For somepony whose never done this before, you sure seem to know what you're doing." Midnight breathed, face flushing as he hopped off the bed to join him.

He stared appreciatively at that toned plot, taking in all the details. From the dark balls and shaft that swayed temptingly below, to those smooth gray cheeks, to that puffy black tailhole that lay nestled snugly between them like a virgin rose waiting to be picked.

He got closer. Normally he wasn't much for rimjobs, that's where horseapples came from after all! But they had just showered, and that wrinkled ponut drew him in like a moth to a flame. Well, maybe it's time we both try something new. It had certainly felt good when he was on the receiving end.

"Whatever you do Specter, don't fart..."

"What was that?"

"Nothing."

Leaning in he was pleasantly surprised to smell nothing but flowery soap and a hint of fresh sweat. Hesitantly he stuck out his tongue. Closer, closer, closer, until finally it made contact with soft skin that was warm on his tongue, clenching slightly at the unexpected contact. 'Hmm, not that bad.' It just tasted like skin, but with a trace flavor he could only describe as 'gutsy.' Unique, but not unpleasant. He gave it a few more swirling licks, before finishing with a soft kiss.

"Dude, did...did you just kiss my butt?" Specter asked in a tone that was clearly trying to hold back laughter.

"I couldn't help it, it's just so cute." Midnight answered, causing Specter to blush for what must've been the hundredth time that day.

"Well, are you ready to start?" Midnight asked as a thwap against his chest reminded him of an organ of his own that was begging to be used.

"Yeah, but...aren't you going to use any lube?"

"Better!" Midnight answered. He lit is horn, and shivered as his shaft was thoroughly coated along its entire length by a clear slick liquid. "Full of surprises, remember?"

Rearing up, Midnight mounted Specter. Resting his forelegs on Specter's withers, he leaned in to whisper in his ear.

"Ok, it might feel strange, and maybe a bit painful at first, but just try to relax as much as possible. I promise, you're gonna enjoy it."

Specter nodded in affirmation, and Midnight pushed his hips forward until he could feel his tip prodding that tight hole. Very carefully, he started to push forward a bit more until he started to feel pressure on his tip. Specter grunted, and he eased off as he felt the tailhole clench down.

"You have to relax...it's just me, remember?"

The hole softened again, and he eased forward until the pressure started to build again. Forward...forward...it started to flex, slowly expanding around his tip....just a little more.

Suddenly, warmth engulfed his shaft as the head slipped all the way in, the soft interior walls seeming to embrace it as it slid deeper. Progress slowed for a moment as his medial ring reached the rim, but it was already well stretched and lubricated, and that quickly sunk in too. After what felt like an eternity, he finally hilted, his balls brushing against those toned cheeks. Specter moaned as his tip brushed that hidden button inside him, causing a few drops of pre to leak from his own tip.

"I'm all the way in." He whispered in Specter's ear.

He didn't get a spoken response, but the slap of Specter's shaft against his chest as it twitched with arousal was the only confirmation he needed.

Gently he slid out until only the head remained seated inside before thrusting forward again with a bit more force.

"Ahhh, that feels good!" Specter moaned.

Midnight picked up the pace. In, out, in, out.

"Harder!"

Midnight obeyed. His balls slapped against that firm butt, his hips made contact as they rocked, sending ripples through the little bit of cushion the lunar pegasus had. A lewd slapping sound echoed through the room as he bucked for all he was worth, and Specter bucked back in time with his rhythm, forcing him deeper.

Thinking quickly as the pleasure built, he cast a quick sound ward on the room. 'Don't need Twinken to hear this and start asking questions I don't want to answer!'

One, two more thrusts, his tip started to flare, three, four, he hilted, letting out a shuddering gasp as he came deep inside his friend's rear, painting his colon with jet after jet of hot seed.

If Specter hadn't already been bent over he would have fallen to the floor as he gasped from his own climax, making a puddle as he shot all over the floor, as well as his chest. His tailhole clamped down on Midnight's shaft, milking it for anything it had left. It was so tight he had to wait for his shaft to start softening before he could finally start easing it out.

When he finally did, it let go with an audible 'pop,' trapping the majority of his seed inside as it winked closed, leaving only a few small beads on the outside to reveal anything had happened.

Rear legs unable to support him anymore, Specter slumped to the floor, further soiling his coat as his own seed was rubbed into it.

"Ugh...gonna need another shower..." He groaned.

"Really!? That's the first thing you think of after that?" Midnight glared.

"No, it was amazing! I'm probably not going to walk for a week straight after this."

"Yay! I knew you'd enjoy it!" Midnight beamed, clopping his front hooves together happily. "Come on, let's get back on the bed. Don't worry about getting it dirty, gonna have to do laundry after this anyway."

Specter gave up on trying to push himself up on his tottering legs, electing instead to simply fly over and plop himself down on the sheets.

Midnight joined him shortly, and they lay there cuddling for a bit until Midnight spoke up again.

"I seem to remember you promising to conquer that 'big blue plot' of mine"

"No, you promised that." Specter retorted, booping him on the nose to punctuate the statement.

"Eh, potato potahto, so you up for a little more?"

"The mind is willing, but the body is spongey and bruised." Specter groaned, nodding to his flaccid sheath.

Midnight rolled his eyes and lit his horn. Again a jolt was sent through both of them, and they may as well have just started as they were filled with energy and potency.

"Ok, I want to look you in the eyes this time." Midnight said excitedly, rolling over and motioning for Specter to hop on.

No time was wasted as Specter obeyed, eagerly mounting the blue unicorn. Another flash of the horn, and he saw the lunar pegasus shiver as his shaft was thoroughly lubricated.

Unlike when Midnight was on top, Specter had a much easier time finding his mark. He let out a cute moan as the tip worked its way into his tight tailhole, slowly spreading around it until it finally sunk in to brush against his insides. While not as gentle as Midnight had been, he locked eyes with the stallion standing over him, and could almost feel the sense of care and protection that seemed to radiate from those golden spheres.

Their bodies pressed together, sharing warmth through their soft coats. As Specter pushed in and out in a steady rhythm, he reached back to grab a hoof full of Midnight's flank, giving it a firm squeeze.

"Hmmph..told you I'd conquer that big blue butt of yours," He moaned, punctuating it with another squeeze.

Midnight couldn't help but sigh at the tease but now, he didn't feel self-conscious about it. In fact... it made his horniness rev up even more, that he said,. "I was sorta thinking 'awesome azure assets' would be better, but hearing you call it my 'big blue butt' is really turning me on...!" He spouted in a breathy rush as he was mercilessly pistoned back and forth against the mattress.

"Oh, so you like it now?" Specter teased, shifting his hips to make those soft cheeks jiggle a bit as he thrust home again, slapping his balls against the dock of Midnight's tail.

"Hoo! Careful, stud," Midnight shuddered, "I'd say I might buck back but I've done that already. Besides... I like it when you say it..."

They locked lips as Specter sped up his thrusts, Midnight opening his mouth to accept that long tongue as he was rocked back and forth, a battle taking place in their mouths competing for attention with the rock of their hips.

They were lost in each other eyes as that familiar pressure built. Turquoise meeting gold, hips meeting hips, and mouth meeting mouth as they shared in another mutual orgasm, and Midnight could feel the warmth of Specter's ejaculation as it was released deep inside of him, making him moan contentedly.

When it was finally over, Specter's shaft was still inside him, slowly softening until it slipped out on its own with a final slick 'pop.' Thoroughly worn out, they fell asleep in each other's embrace without another word, soft snores and slow relaxed breaths the only thing that could be heard as they held each other tight under the covers.

Results

Midnight's eyes fluttered open as the last rays of sunlight peeked through a window, casting the bedroom in a warm orange glow. As he rolled over, trying to shield his eyes from the glare, he bumped against a gray foreleg that held him snugly against the warmth of the stallion still sleeping soundly beside him. This elicited a soft groan from the slumbering form, and the foreleg flexed, pulling him closer with a gentle tug.

He could see a small smile on the stallion's face as he accepted the unconscious embrace, and heard a contented sigh in response. Heh, I think he's even cuter like this. Midnight thought wistfully.

Appreciating that warm fuzzy coat on his side, he reflected. How long had he been focused on his own endeavors, only to miss things like this? Sure, he had friends; and of course his little brother was always a joy to have around, even if he was a hoofull from time to time, but there was a certain sense of loneliness that came from waking up in an empty bed day after day. Laying there in the moment, he never wanted it to end.

End it did though, when he was jolted out of his musings by a door slamming somewhere downstairs. It was evening, and he had completely forgotten about dinner, though he would certainly need another shower before anything else, as he could still smell the musky scent of their earlier activities hanging heavy in the air.

With a groan he rolled off the bed, and was already halfway across the room when a worried voice called up the stairs.

"Big brother, where are you!?"

"Be down in a minute, I was just hopping in the shower!"

A pair of golden eyes peeked out from the sheets, blinking blearily as Specter woke with a yawn, just in time to see a black and blue tail disappear through the doorway.

*****************

A quick hot shower later and he crossed paths with Specter in the hallway, the stallion's mane and tail still in a messy state of fuzzy disarray as he was greeted by him.

"Morning Midnight, sleep well?"

"I did, but...you know it's not morning right?"

"Eh, close enough. I usually get up around this time anyway. Nocturnal, remember?"

"Right...Well, Twinken's probably hungry and I've got to see about doing something for dinner." Midnight replied as he got another whiff of that musky scent that conjured up images of earlier, sending a twitch through his nethers and bringing a slight blush to his face.

"You're more than welcome to join us...after a shower." He offered, wrinkling his nose.

"Aww, didn't wait for me?" Specter asked in mock disappointment as he took in Midnight's freshly groomed appearance.

"Maybe I didn't feel like trying to work around your incessant wingboners." Midnight said wryly, giving Specter's plot a firm slap with his tail as he trotted past him.

"Don't take too long!" He called out as he reached the stairs, smiling wryly when he saw he had produced the mentioned reaction as Specter blushed furiously, wings flared out at his sides.

The moment Midnight reached the base of the stairs, he was nearly knocked off his hooves as an indigo blur flew out of nowhere to tackle him in a hug.

After their teary reunion a few days back following his shrunken misadventures, the colt had been stuck to him like a lost puppy. It had taken his friends a lot of convincing to finally get him out of the house again for anything outside of school. Midnight had told him what had happened, though of course left out the graphic details, especially the young colt's own unconscious involvement.

"Sorry I got caught up in my work again, when Specter gets down here maybe we can all go out to eat?" Midnight suggested, tussling the colt's mane with a playful noogie.

"Yeah! Can we go...wait, you were working in your bedroom?"

That question gave Midnight pause. "Yeah...it was a sleep study."

He hated lying to Twinken, but at least that answer was somewhat close to the truth, and fortunately it seemed to satisfy the colt's curiosity.

"By the way, the mailmare stopped by and dropped this off." Twinken said excitedly, waving a letter in Midnight's face.

His heart sunk when he saw the sender. "Oh...it's from dad."

He opened it with a flick of magic and quickly scanned through the contents, a pit forming in his stomach with each sentence. He did his best to push his feelings aside when heard the shower shut off though. This would need to be dealt with at some point, but at least they could have decent night first.

It was only a few minutes later when Specter came trotting down the stairs. He was still slightly damp, but he at least appeared freshly groomed and smelled faintly of shampoo. He was also now wearing that blue topaz earring Midnight had sold him. It was such a minor detail, but Midnight couldn't help but smile to see his work was appreciated.

"Hey, Twink and I were thinking of grabbing some pizza. You in?"

"Sure, I just got to check on something at home first. Meet you there?" Specter responded, almost too eagerly.

Strange. Sure, Midnight wasn't exactly the element of honesty when it came to reading other ponies, but he could have sworn that what he had just heard wasn't the full truth.

"Sure thing. Meet you there..."

About an hour later Midnight and Twinken were sharing a booth at Pepper Pony's Pizzeria. It was well into the evening at this point, but the place was still at the tail end of the dinner rush. About a third of the booths were occupied, and there was a steady background noise of idle chatter over the bustle of the kitchen.

Orders had been placed, and they were making small talk when Specter finally walked in. Midnight did give him a curious look when he sat down. What had been so important? But he didn't press the issue.

The meal came and went. Many laughs were shared as Twinken told them some of his most interesting adventures with the CMC, and Midnight and Specter recounted their wildest experiences on night patrol. Even through all this Midnight couldn't get what was in that letter out of his mind. But at least they're are having a good time, he thought with a smile that didn't reach his eyes.

As they left the restaurant, Specter stopped him before they could part ways,

"Hey, would you mind if I joined you for a few ciders? I feel like you've got something on your mind."

Midnight almost started at the accusation, but immediately perked up at the idea.

"Yeah," he smiled, "I'd like that."

**********************

It was well into the night. Moonlight bathed the balcony of Midnight's tower as the two ponies sat in the cool air, sipping hard cider from chilled glass bottles while kicking back and lounging on beanbag chairs Midnight had provided.

"Ah... that's good stuff," Specter sighed in content as he felt the cider bubbling pleasantly in his belly.

"Yeah, uh... Mac gave me a special discount during his family's last cider season," replied Midnight though he sounded distracted. "Normally, Apple Family Cider has to be drunk soon or it goes bad, even if you refrigerate it. But thanks to a preserving spell I put on the keg, I've made my purchase last for the right occasion.

"I'm glad I did."

"Okay, spill." Midnight gave Specter a look, misunderstanding, until he saw a serious look in his friend's eyes before Specter said, "Something's eating ya, and it's getting in the way of you enjoying our drinking time."

Seeing the serious look on Specter's face soften with concern, Midnight sighed and explained, "It's... my folks."

"You've never mentioned them," noted Specter. "Sore subject?"

"My dad is, yes," Midnight rubbed his temple, "He's a semi-retired Captain of the Royal Guard. After he stepped down for Shining Armor, he became a trainer of recruits.

"Ever since I was a colt, my father, Ignitus Enflame, 'encouraged' me to become a guardspony. But my interests have always been in developing my skills and knowledge with magic. But he never understood that..."

"I understand the feeling too well." Specter replied, eyes sparkling sympathetically.

"My mother was a royal guard, and I wanted to be a night guard to follow in her hoofsteps, but when I never made it through training. 'Too undisciplined' they told me." Specter spat.

"I don't think she ever really held it against me, but I just couldn't see eye to eye with her after that. I haven't talked to her or my dad since I left Canterlot."

"Specter, I'm sorry, I- ...My parents got into so much drama over me, that as soon as I could I left," Midnight sighed, feeling like a coward. "I ran from my problems, and when the issues worsened my mother sent my little brother to live with me so Twinken wouldn't get caught up in all that.

"Except he is, because I'm the root of it. My dad won't accept me refusing to follow in his hoofsteps while my mom is defending my right to live my own life."

"I..I didn't know all that. At dinner tonight I though, that was what a really family looked like. Something I haven't had in years..." Specter sighed.

"My family and I haven't shared a dinner together ever since I left a couple years ago..." Midnight responded sadly. "Twinken sometimes goes back to Canterlot to see our parents but I don't. Sometimes our mom comes to visit us here, but she always goes back.

"My parents still can't agree about me, but they still love each other, so... that's something. I just wish my dad would accept I'm living my own life and I don't have to live how he wants me to. He won't even explain why it's his way or not at all!"

For a long moment, there was silence, and Specter could see it clear as the full moon above. So he asked, "There's something else, isn't there."

Midnight clenched his eyes, refusing to shed tears, and bitterly answered, "I got a message from him earlier... He told me, to send Twinken home to Canterlot. If I won't be the perfect son he wants, then he'll go with Twinken instead."

"My father is a proud stallion... he hates to admit when he's wrong," Midnight furrowed his brows. "Like how he's wrong to think he can control my life the way he controls his soldiers... I'm going to meet with him and tell him face to face, he will never mold Twinken into his little toy solider any more than he tried with me."

"Whatever you do, I'll be there to help. If he thinks he can get away with this, he's got another thing coming!" Specter said proudly, nuzzling Midnight's now tear-stained muzzle, and gently wrapping a wing over his shoulders.

For a long moment Midnight just sat there, face pressed into Specter's fluffy chest as he brought his feelings back under control. Eventually, he was able to get himself together when an earlier question popped into his mind.

"By the way, what were you doing before dinner? Was there really something urgent at home?"

"Ok. I didn't go home earlier." Specter admitted, seeming to remember something. I went to get this for you..." He said, as he reached under a wing to grab a small golden earring set with a citrine stone that shone softly in the moonlight.

Midnight took the gift and regarded it, something so small yet so beautiful as it reflected the gentle glow of the moon on its smooth surface. It reminded him of the topaz earring he'd sold to Specter, and he smiled.

"Moving kinda fast, Spec," Midnight teased, "we haven't even had our first official date."

"Heh, I didn't mean it like that.." Specter answered sheepily. "More a token of our friendship, or... maybe a sign of something more. I don't know, it just felt right at the time. I got a local unicorn to enchant it. She says as long as you concentrate on it I'll be able to find you. Could come in handy considering what happened the last time I couldn't find you."

Midnight raised a teasing brow, "You asked another unicorn for an enchantment? What am I, chopped hay?

"Well if I asked you it wouldn't be much of a surprise, now would it?" Specter retorted.

"Fair enough," Midnight shrugged before looking at the earring yet again... and then securing it to his left ear. "Thanks, Specter. It's a gift I'll treasure."

Midnight pulled Specter in for a hug, followed by a deep kiss that he eagerly accepted. As their tongues danced, so too did the light seem to dance in the stones they wore on their ears. Midnight's a fiery facsimile of Specter's golden eyes, and the one on Specter's ear like ocean waves splashing his own icy blue.

END

An Apple a Day

Author's Note

Content warning for this chapter: Explicit full tour and masturbation.

An Apple a Day

Midnight was launched with such force, he soared over the heads of heads of the two fillies. Scootaloo's ear flicked reflexively as he passed close by. Compared to the hot pit of the stomach, the warm summer air felt frigid to him as he soared through the air, making his drenched mane and coat feel like ice against his skin.

Suddenly a large form loomed in front of him, blocking out a good portion of the first sunlight he had seen in what felt like days, as Big Macintosh poked his head into the barn. The giant red stallion's mouth opened wide, and the gaping fleshy abyss of his maw rushed up to meet him.

******************

In the middle of a tremendous yawn, Big Mac felt something small impact the back of his throat surprisingly hard. It happened so quickly he swallowed reflexively, and he felt something tiny and squirming slide down his throat.

“Darn moths...” he mumbled with a slight grumble of disgust even though he hadn't really tasted it. He had to feel bad for the poor critters. This wasn’t the first time this had happened, and it wasn’t a fate he’d wish on any creature. Not even a bug.

There had even been a close call with a breezie on one occasion, which he had fortunately spat out in time. The poor teeny mare had been so traumatized, she had needed to stay with Fluttershy for a week.

All well, ain’t nothing to be done about it, he thought with a sigh, before turning his attention to the foals seated in front of him.

"C'mon now, kids. Y'all know yer not s'posed tuh be drinkin' soda before dinner time. Yer gonna spoil yer appetite," he gently scolded when he noticed Twinken had a dazed look on his face, holding a hoof over his mouth with a deep blush on his face. "What's wit' him?"

"You should have seen it, he chugged, like, four whole bootles of pop and let out the biggest burp I think I've ever seen!" Scootaloo exclaimed, sharing another giggle with Applebloom, causing the blush on Twinken's face to intensify.

"Heheh, maybe but he ain't got nuttin' on mah belchin'," Mac replied with an amused chuckle but resumed his dad-mode, "but ya'll be gettin' along, supper's almost ready."

With a collective "AWWWWWWW," the foals scrambled out of the barn.

Once they were gone Mac walked over to the cases of soda, the cold bottles glistening with condensation. He had just finished a hard afternoon bucking apples, and was feeling a bit parched.

"Eh, wha' th' hell, one won' hurt," Mac shrugged before opening it and taking a swig.

****************

With a wet plop, Midnight was deposited into the stomach of Macintosh, whom'd he just managed to recognize before entering the stallion's maw.

"You... have... got to be.... FREAKIN' KIDDING ME!!" he shouted in frustration, his words echoing off Mac's stomach walls around him. Being eaten alive was something he had never imagined would happen to him, much less twice in one day.

Fortunately unlike Twinken’s stomach, the fluid here only only came up to his knees, and smelled faintly of apple cider. He also considered himself fortunate Big Mac was an earth pony. Unlike himself and his little brother, whose lunar pony biology had evolved to process meat, the earth pony's digestive tract would more than likely be unable to actually digest him.

Lighting his horn, he was in awe. This stomach was easily ten times the size of the last one, the light fading into shadows on the ceiling and far side. The walls seemed composed of fleshy wrinkles, attesting to its ability to expand even further when filled. It was no wonder Mac could put so much away. Every time Midnight saw him eat, he always seemed to devour enough for two or three ponies.

Midnight waded through the gastric juices and pulled himself onto one of the wrinkles. It pulsed slowly in time with Mac’s heart and kneaded him gently, but not enough to push him off if he wasn’t holding onto it. Big Mac was a good friend of his, and he chuckled to himself as he wondered what Mac would say if he knew where Midnight was right now.

Mac was a stallion of few words, but this situation would certainly be a topic worth of discussion for the farmer.

There was a loud splashing sound as something flooded into the chamber. Midnight's nose caught the scent of oranges, and his hopes rose as he heard it fizz, causing small waves to ripple across the pool. Could he be so lucky to escape this way a second time?

He waited hopefully, but only a few bubbles popped out of the liquid below as the fizzing died down and dissipated.

"EEYUP," boomed Mac's voice from all around him, creating a slight tremor as from the stallion's voice.

"Well, I guess not," he muttered with a sigh.

As Midnight lay there, he kept his horn lit to ward off the darkness. Ordinarily, he didn't mind working in the dark, being able to see with his lunar pony nightvision, but this felt different, what with being inside a stomach instead of his workshop.

Realizing it wasn’t such a great effort to channel magic as it had earlier, and spotting a hayseed floating nearby, Midnight tried reaching out to levitate it, and though it didn’t hurt his head this time, the tiny object might as well have been a mountain.

He sighed. It seemed even the most basic of spells were still beyond his capacity. So, he just lay there for a while, letting the walls rub against him like a giant massage chair, and his mind wandered.

The longer Midnight spent in the stomach, the more he was able to recognize all the subtle movements and sounds around him. A rocking motion and increase in the constant heartbeat when Mac was walking. An incline one way when he stretched, and another when he sat down. He could hear the deep inhale and exhale of the stallion's lungs, the gurgle of the intestines somewhere deeper down, and the course of blood through the tissue around him. It was strangely relaxing in a way. Sometimes he even heard Big Mac talking. His voice was a little muffled and indistinguishable over the sounds of the stomach, but recognizable for what it was.

********************

The wind rippled over Specter's leathery wings as he coasted in lazy circles over Ponyville. The sun had set hours ago, but this was no big whoop to him. He could see just as well in the dark, if not better, than most ponies could during the day. As he flicked his ears, listening for signs of anything out of the ordinary, he could feel the weight of the earring he had magnetically clipped to his right ear. He wasn't the kind of pony that normally wore earrings, or any jewelry for that matter, but he knew the protection it offered could prove invaluable.

The thinking about the earring reminded him of Midnight Blaze. The unicorn hadn't shown up for the patrol meeting earlier that evening. This wasn't unusual of course. Midnight often got caught up in his work and lost track of time. Plus, it wasn't like they were short staffed or anything. However, having a good friend to talk to did make it a lot less boring. Banking to head toward the edge of town, he leveled out into a silent glide. Well, if Midnight thought he could shirk his duties so easily, perhaps he had earned himself a good scare.

Landing in front of Midnight's tower, Specter walked up to the arched entryway and tried the front door. Surprisingly, it opened with a press of his hoof, and he strode right in. The shop itself was dark, and Specter used this to his advantage. Seamlessly blending in with the shadows, he made his way to the basement door.

Reaching the door he let out a hiss as he was nearly blinded by the light that flooded out when he threw it open. Shielding his sensitive eyes with a wing to give them a chance to adjust, he crept his way down the stairs.

Making his way into the workshop, he took a quick jaunt around. Not finding much of interested, he circled back to stop at a cluttered workbench. Aside from all the regular 'science-y' stuff, there was also an open notebook, sheets covered in various sketches and runes, and a tray of cupcakes.

Idly popping one of the cupcakes into his mouth, Specter took a glance at the neatly scrawled notes in the book.

"Tho that'sh...gmp! ...what he's working on," Specter mumbled to himself after swallowing down his snack, getting crumbs everywhere as his eyes skimmed over the pages. Obviously the shrinking experiment hadn't been completed if these cupcakes were the subject, so where was that unicorn?

"Probably in the can or something," he muttered.

It would be a low blow to startle someone on the toilet, even for him. So Specter cleared his throat and took a deep breath.

"Hey Midnight, where ya at!?"

On one of the floors above him Specter heard a door slam followed by the clopping of hooves across the floor. After a few short moments Twinken's bleary purple face poked through the doorway.

"Oh, I know you, you're my brother's friend, is he with you?" the colt half-shouted, making Specter's sensitive tufted ears lay flat.

"Not so loud, please? Sensitive ears," Specter winced before realizing what the colt had just said. "Wait- He's not here?"

"No..." the colt's face fell, looking worried. "I saw him when I got back from school, but he was busy, so I went to see some friends, and later when I came back he was gone! Midnight always tells me to go to bed before 9, so I-"

"Okay, okay." Specter cut him off. "So you haven't seen him since then?"

"No, I'm by myself..." Twinken answered, looking absolutely crestfallen. "I-I thought he'd gone out to get things for his work or something, but he's been gone too long and I'm really getting worried!"

Specter came over and gave the colt a reassuring pat on the back. "Don't worry, little buddy. I'm sure he's fine. Probably got caught up looking for ingredients or something. Go back to bed, I'll find him."

After seeing Twinken to bed and making sure the colt was okay, Specter made his way outside. Spreading his wings, he took off into the night. There were several possible places the unicorn could have gone, but at this time of night that list was shortened quite a bit if he was indeed looking for ingredients. The unicorn's disappearance seemed odd and abrupt, but it wasn't unheard of for a pony who could become as wrapped up in his work as he often did to run off in search of a missing component.

Still, Specter knew Midnight, that the unicorn was a good and responsible big brother. Vanishing without a word, not coming back to check up on his little brother? That was not Midnight.

First, he had to check around to see if anypony had seen him. If a few inquiries and a quick search of the town didn't turn up anything, the Everfree Forest would be a good bet.

*************************

Midnight spat out...something...his eyes flying open as he nearly choked. He had fallen asleep hours ago, and at some point during that time Mac must have helped himself to dinner. A mountain of partially digested food held him pinned to the stomach wall as it churned and sloshed. He wriggled and reached his hooves up trying to find purchase, but this had the opposite of his intended effect. With a wet squish something shifted beneath him, and he was pulled down.

He had no sense of direction as he was mercilessly tossed around, crushed in from all sides by the slop. He struggled to swim to where he though the surface might be, only to be pushed back down as a chunk of apple collided with his midsection, knocking the breath out of him. Then he felt himself grabbed in a strong current that tugged at him, forcing him even deeper. Just when he thought his lungs were about to burst he felt a muscular ring clench around him. It seemed to hold him in a muscular grip for a moment before flexing open again and sucking him through with a loud slurping sound.

As soon as he was through the sphincter closed tightly behind him, cutting him off from the chaotic lake. In moments the liquid around him drained away, and he took a deep gasping breath of air. On all sides he felt a gentle rolling, squeezing motion tugging on him. It was still quite damp, and much of the space was taken up by a mushy mixture of liquids and solids, the only thing recognizable out of it being clumps of sodden hay, as the rest was too thoroughly digested to make out what it might have been.

As Midnight was pushed along, the tunnel he was in shuttled him through all manner of twists and curves. Up, down, left, right, it seemed to snake around in every direction imaginable. As the walls rubbed against him, he noticed they were not completely smooth as he felt tiny bumps brushing through his fur. Villi trying to pull all the nutrients they could from the thoroughly processed food to fuel the giant stallion's body.

Midnight, however, was not food. However much he felt like it at the moment, he knew his journey would continue with the rest of the indigestible mass, and at the end of that journey was freedom.

Yay... Midnight thought with a bittersweet mix of woe and disgust, as he realized what was going to happen.

In one end and out the other.

*******************

Dawn broke over Sweet Apple Acres, and a rooster crowed as the sun bathed the hills in brilliant shades of yellow. While most ponies preferred to wake with the dawn, Big Mac, like the farm pony he was, had already completed his morning chores and was sitting down for breakfast.

The kitchen bustled as breakfast was prepared. Granny Smith was rolling out dough for a pie as Applebloom stood at a griddle flipping pancakes with a spatula gripped in her mouth. The table shook as Applejack set a towering stack of pancakes in front of him.

"Mornin' Mac, sleep well?" She asked.

"Eeyup!" He replied, as he doused the pancakes in a generous amount of syrup.

As Big Mac dug in he felt the strangest twinge deep in his guts, causing him to pause halfway through a bite. It only lasted a few moments before his belly let out a deep growl, as if complaining about the lack of food being shoveled into it. With a shrug he returned to his breakfast.

********************

As Midnight was squeezed along through the maze of intestines, he was in a peaceful state, drifting somewhere between sleep and wakefulness.

In this time his mind wandered, forced to occupy itself in the lack of activity. He considered the body he was in. How big and strong the farm pony was, even compared to Midnight at his full size. How little effort it would take him to overpower the unicorn and make him his.

As he reflected, he was suddenly aware of something poking him in the belly as it was ground between his body and the intestinal wall. At some point during his musings, his cock had emerged from its sheath, and was now being mercilessly rubbed between himself and the slick walls, and further stimulated by the strong, yet gentle peristaltic motion.

As waves of pleasure and need ran through Midnight’s head, his mind was overtaken by thoughts of the massive stallion. He didn’t know if Mac could ever have feelings toward himself, but that didn’t matter at this moment. Right now he was being dominated by the giant stallion. Squeezed and stimulated whether he wanted it or not.

Involuntarily he began bucking his hips, slowly rocking his stallionhood deeper into the slick wall. The head of his cock flared as he bucked even more wildly, the pleasure building along with a sense of pressure as his balls tightened and the head of his cock flared.

In no time it reached the point of no return, and he came heavily, a sense of pleasure and lust overtaking all thought. Sticky ropes of his seed shot out in spurts, coating the wall beneath him and mixing into his fur with all the other unknowables that had left it soaked and matted.

He breathed deeply as the waves of pleasure receded, and once again faded back into semi-consciousness.

***********

Midnight passed through yet another opening, this one fortunately opened into a space that was wide enough for him to finally stand after spending hours being squeezed through a narrow tunnel. It was significantly drier as well. Though the walls were still slick, he wasn't wading through fluid and muck anymore. As he progressed he was almost overjoyed to find the area mostly clear of waste. One thing he had feared ending up here was being trapped in a compacted mass of horseapples, but other than a few pieces here and there which he carefully eased himself around, his path was clear.

As he continued, he felt a strange tingle run through his body, and the walls closed in around him. No. It wasn't the walls. He had grown! If he estimated himself to be about the size of an insect before, he was now as big as a rat. His legs were held tight against his body to the point he could barely crawl, and so he resigned himself once again to the push of the intestine to move him along. Fortunately it seemed there wasn't too much farther to go, as the large intestine wound one more time and straightened before widening slightly. At the end of that final length was the tightly clenched exit that stood as his final barrier to the outside world.

With the slight increase in space Midnight was able to inch himself forward until he was a hair's width from the sealed portal. He thought he should be disgusted by the thought of touching the farm pony's anus, but after everything he had been through it kinda paled in comparison. With a sigh, he reached both forelegs in front of him and tried to pry at it.

His hooves sank in slightly as the flesh gave a but around them, but the tight muscle of the ring remained firm. As he worked at it, he felt his own rear become wedged as he grew again and filled the space around him. The muscle in front of him gave a bit more as he put his increased strength into it, even prying it open enough to let in a pinprick of light and just a hint of clean air.

As his efforts continued Midnight could feel pressure building behind him as his body acted as a cork, restricting everything behind him. With the push from behind he was able to slide a bit further, wedging his muzzle in the widening gap, inhaling the sweet sensation of a breath of fresh air (albeit mixed with thick stallion musk).

Just...a....little....more.....! the unicorn thought as he struggled to move in the cramped space, and felt the pressure behind him building to critical levels!

*********************

As Big Mac walked through the orchard on his way to buck the apples from another tree, he groaned. An angry gurgle emanated from his guts, and his rear end felt bloated worse than any gas he'd remembered ever having before. It was so bad he could swear it was clawing at his tailhole to escape. Looking around to make sure nopony was near, he dashed over to a growth of bushes and lifted his tail.

Groaning again, Big Mac pushed. Slowly his tailhole opened to admit Midnight's head and forelegs before stopping again. Midnight pressed his forelegs to the sides and pulled, the puckered hole rippling around his body. Mac gave another push, and suddenly there was a loud 'pop'like a champagne cork followed by a rush of air.

*FFFPPPPPPPPPPBBBBBBBBPRRRRGGGGGHHHHHHH*

Midnight went flying out, tumbling once or twice and landing on his back under a shrub. He could only stare transfixed as he saw Mac's rear looming above him. He watched as the the hole he had been thrown from stood gaped wide open, revealing its soft pink interior to the world before slowly clenching shut again.

"OOOHHHHHHHHYYyeeeeaaaaahhhheeeeyup!" groaned Big Mac with blessed relief as his backed-up butt found release.

Pretty damn good-looking butt, thought Midnight, though he kept hidden and didn't reveal himself.

As shaky as Midnight was, he forced himself to his hooves and ran. There was no way he would be able to explain this to Mac at the moment, and even if he believed Midnight's story, he would probably be too embarrassed to ever talk to him again.

Midnight breathed deeply as he ran, soaking in cool the fresh air and warm sunlight. No, this would never be spoken of again. He'd take his chances finding help elsewhere, but the first thing he really wanted to do was find some clean water.