It was growing dark as the group approached Fluttershy's camp on the edge of the Everfree. Goldie noticed that the sky near the forest was a peculiar patchwork of empty purple dusk, veiled in clouds, cobbled together with stretches of star-sown sky that reminded her of Luna's mane.

Upon seeing the stellar creature sitting in the field before a wall of trees, as though a patch from the sky above had come down below, Goldilocks felt a memory rise toward the surface, but when it did not break through a horrid feeling of emptiness suddenly came over her.

She swallowed the feeling and tried to move past it, looking around for something to take her mind away. She found it in Fluttershy's uncannily large teats, which hung from her crotch nearly all the way to the ground, as though over-laden with milk. The pegasus was standing away from the fire, watching the bear gaze upward while the wind stirred her mane, which looked like floral icing.

"Fluttershy!" called Twilight, a moment before the princess noticed what Goldie had seen and came to an abrupt stop, alarmed by her friend's bloated boobies.

"Oh, hi Twilight!" said Fluttershy, turning to greet the princess. When she caught sight of Goldilocks however, she lowered her head so that her hair fell over one of her eyes. She looked up at the human stranger, and thanks to her years as Twilight's friend and the Element of Kindness she was able to greet Goldie without mumbling or clamming up.

"Hello, human. My name is Fluttershy." she managed.

Goldilocks felt a warmth coming from the pony, who seemed both darling and matronly.

Fluttershy noticed every-pony staring and decided to clear things up. She began by explaining, for Goldie's benefit, that she was a caretaker to animals and often worked with the druid Zecora to tend to the Everfree Forest.

In order to nurse a juvenile manticore she had found abandoned in the hollow of a tree, Fluttershy had gone to Zecora for a galactagogue so that she could breastfeed the creature. The kindly zebra brewed her a Witch's Milk potion, and the massive, swollen tits were the lingering result, which had yet to wear off even though the manticore had been released into the Everfree with a clean bill of health.

"I like them." said Pinkie unbidden. "They're like balloons!"

Applejack, while horrified, tried to ignore Pinkie and move the conversation forward. "Okay, but what exactly is the issue with the ursa, though?"

"I've been observing him for a few hours, but he hasn't done much of anything. He's just been sitting there, paws in his lap." said Fluttershy. "I was wary of approaching him, but now that you're here, Twilight, I'd like to ask him what's wrong, if that's okay."

It was, and the party cautiously approached the wistful bear, yet were still taken by surprise when the ursa suddenly spoke.

"You may call me Umi, if it pleases you." said the ursa, nodding in respect to Twilight's crown.

When no-pony said a word, the bear continued.

"You must be wondering why I am here." said Umi. "To my shame I struggle to express my need. My words were given to me with magic, you see, and it is by magic's laws I speak."

"What does that mean?" asked Goldie, turning to Twilight along with the others.

"It means he speaks in riddles, or rhymes or something like that." she said, trying not to let down the hopeful faces without jumping to conclusions. "I'm not too sure on the specifics, but basically we will need to decipher the true meaning behind his words."

"Within me burns a surrogate light, daughter to the very stars." the bear explained. "This light yearns to be released, yet I am naive and in need of help setting it free."

The bear shifted his paws, which had been resting before him, and immediately everyone became aware of his massive erection, his unsheathed cock a strange swirl of solid purple and pink, quite unlike his etherial coat. Long and fat, it jutted out from his heavy balls and, like everything about the ursa, was of impressive size.

"Oh my! You poor thing. Let me help you!" Fluttershy said, walking up to the ursa. "Now, sit back if you would."

Fluttershy lifted herself into the air with her wings, her udders dangling like ballast-bags on a hot air balloon. She turned about to face her dumbfounded friends and pressed her anus against the odd, sloped tip of the Ursa's boned penis. She sank slowly downward, her belly clearly expanding with every inch of bear-cock that entered her.

The ursa moaned, as though in pain, but started to thrust his hips. With each bounce upon his balls Fluttershy's milkers were tossed into the air, slamming back down the moment after her ass collides each time with the ursa's scrotum, projecting violent streams of milk. Amazingly, with every ejection they began to shrink, the lingering effects of the potion finally coming undone.

"Look!" she shouted, her speech broken up by the harsh repetitions. "My udders! I mean my—Ooh! The milk, it's—Ahh! It's finally–!"

At that moment the ursa let out a roar, his balls cinching up, his prostate forcing what must have been gallons of cum through his weird-looking cock, straight into Fluttershy.

She stood with her hind hooves on his nuts, her head thrown back and her wings spread wide. Her body expanded slightly, and the sheer volume and pressure of semen being released inside her caused her to rise, her legs dangling freely as she was pushed upwards.

Then, after apparently traveling through her entire body, a geyser of semen erupted from Fluttershy's throat after first filling her cheeks, ultimately bursting forth from her nose and mouth as though she had heard something funny while drinking milk.

Goldie leaped back, and Twilight shielded her with her wing; an action she regretted when she had to preen bear semen out of her feathers later.

Author's Note

This chapter might seem a bit odd, and unfortunately I had to cut some things out of it, but I felt like it had been awhile since there was any actual sex in the story, and wanted to rectify that. Plus, I always thought the ursa from ‘Boast Busters’ was a cool creature.