Pie Filling

‘See you around, kid…’

Limestone’s words to Spike echoed in his head, making his task all but impossible. The sun was dipping toward the horizon, he’d spent all day halfheartedly tidying up and packing his bags, and he knew it was only going to be a matter of time until Pinkie came to see him off to the train station. Though each and every intimate moment with the Pie sisters had lasted what felt like a blissful eternity, the three weeks he’d spent at the rock farm had flown by in a flash.

Setting his duffle bag on the couch, he sullenly glanced over at the exit. Lime had left that morning, shortly after sunup, and he missed her already. Even compared to Maud, who was leagues rougher and more domineering than Marble, the hot-headed Pie sister had been demanding, crass, and exquisitely rough with him. As his plugged hole clenched at the thought of her, squeezing the plug she’d given him, the corners of his lips turned up.

His last week at the rock farm had been wild. When he wasn’t on his knees getting his throat swabbed by Lime, she was usually railing him into a coma. She treated him more like a pet than a sapient creature, occasionally interrupting him to sate her nigh-insatiable sexual appetite, and she gave perilously little regard to his comfort or if he achieved a climax while she was using him. Prior to her visit, he would have been repulsed by the notion of sharing a bed with someone so callous - then again, a lot had changed since then.

While his physical metamorphosis had essentially run its course, leaving him as a busty mockery of a dragoness with full hips, plump lips, and enough junk in his curvaceous trunk to put most mares to shame, his mental transformation was ongoing. Not only had his love for dickmares transcended to become outright fanatical, having no interest in anything but hulking, powerful she-studs, but he barely considered himself a male. Subconsciously lowering a hand to the front of his shorts, he felt the warm metal of his cage against his digit and shivered.

As with the toy lodged in his ass, trapping the load of foal-batter in his gut from escaping, his chastity had been a parting gift from Lime. He could have removed the cage at any time, seeing as how he’d been given the key earlier that day, yet he’d abstained. Being denied the use of his prick, much like his full-figure and newfound adoration to big-dicked mares, was something he’d have to think long and hard about before attempting to change.

“Spiiiiiiiiiiike,” a familiar voice shouted, drawing closer and followed by the sound of heavy footfalls moving up the stairs, “you up there?”

“Yeah,” he glumly called back. “The door’s unlocked.”

Letting herself in, Pinkie leaned her head inside, spotted him, and faltered. “You ok?”

He gave a small shrug and tried to smile over at her. “I guess…”

“You guess?” she repeated, trotting in and over to him. “Is everything alright? Don’t tell me that - No!”

Closing the gap between them, she brazenly leaned over and grabbed his crotch. He would have thought that she’d be surprised to see him, given that it’d been nearly a month since they’d laid eyes on one another and that he looked nothing like the dragon she’d brought to visit her family, but she seemed more interested in his goods than anything else. Looking downward and finding himself unable to peer past his rack, he leaned slightly to one side and watched her stuff her hand into his shorts.

“That does it,” she huffed. “I’m going to go get the key for you this instant. I told Lime not to leave you with that silly thing locked on your -”

“Pinkie,” he sighed, “it’s fine. I have the key right here ~ see?”

Seeing him pull the key from his pocket, she scrunched her snout. “And you’re still wearing it?”

Once again, he shrugged. “It’s not like it bothers me - actually I kinda like it.”

“Whew!” she exclaimed, standing tall and wiping her brow. “I was kinda worried about how you’d deal with that. Lime’s always had a habit of making sure her lovers, no matter if they’re femcolts or other dickmares, can only get off by having their asses pounded. Personally, I prefer when my bed-buddies are free - you know, having their little clitties bouncing around and drooling all over the place!”

He peaked a brow up at her, understanding what she’d said but confused all the same. “Clitty?”

“A clit, yeah,” she merrily affirmed. “Since only real studs have a cock, anyone else has a clit!”

Lifting a finger, fully prepared to tell her that only biological females had a clit, he paused. There was a certain logic to what she’d said, in that only those willing and able to wield an endowment for its intended purpose could classify themselves as having a cock, but he’d never considered his dick, regardless of how small and disused it was, was anything other than a dick. As he mulled the subject over, perplexed and slightly aroused by the concept, she leaned forward and snatched the key from his hand.

“Lemme show you,” she stated, squatting down in front of him.

He stood his ground as she glibly hauled his shorts and thong down his pillowy thighs and exposed his loins. Considering her siblings had seen all seen him naked on multiple occasions, typically while he was sucking them off or getting railed by them, he saw no harm in letting her get a look at his goods - still, it was a little weird to have one of the first friends he’d made in Ponyville getting an eyeful of his junk. Thrusting his hips toward her, he spread his legs slightly and gave her unfettered access to his groin.

Slipping the key in and opening the lock, she carefully removed the contraption from his package. “See what I mean?”

“Pinkie, it’s not…” he trailed off as he bent forward at the waist and peeked down at himself.

If the minuscule nub of flesh affixed above his pair of tiny balls was any indication, apparently he’d been wrong about the alterations of his body having ended. His prick had never been anything extraordinary, pushing four inches long on a good day if he was really, really turned on, but now it was even more laughable. Roughly as big around and as long as the tip of his pinkie finger, his pitiful, pre-cum slickened length sat lifeless above his coin purse.

Ignoring his shocked expression, brought her muzzle to his equipment and giggled. “If that’s not a clit, I don’t know what is. Can it even get hard anymore?”

Genuinely unsure if he could get erect anymore, not having used his prick a single time in over a month and having it trapped within steel confines for a week, his thoughts began to race. Getting excited wasn’t a problem, nor was cumming, but he had noticed some difficulty with his dick’s performance even before Lime had locked him up. Running one hand up his shirt and to his tits, he tweaked one nipple while reaching down to rub his prick.

With an amused smirk on her face, Pinkie clutched her hands before her bosoms. “It’s soooooo cute! I don’t see why anyone would want to hide something like that under a mean ‘ol cage!”

Growing increasingly frustrated, he grimaced. Though his shaft was only barely big enough to pinch between his index finger and thumb, he attempted to stroke himself off and breathe life into the enfeebled appendage - sadly, his efforts were in vain. Even with bucking his hips and using the plug to milk his prostate, all he was able to manage was to make the button mushroom that was his shaft drool pre-cum.

“If you’re trying to get a boner, I have something way better in mind,” she tittered, rising to her full, imposing height.

Glancing up at her, still intent to get an erection, he did a double take when she pulled her shirt off, threw it aside, and reached back to undo her bra. She was supposed to bring him to the train station, not spontaneously start stripping or doing - well, whatever it was she was going to try to do! As her breasts practically spilled free and rolled over her pudgy belly, his eyes shot down to her nethers.

She may have been a dear friend, but that hadn’t stopped him from lusting after her for ages. Watching intently, seeing her shimmy out of her skirt, he began to salivate at the sight of the obscene bulge in her panties. She was the first dickmare he’d ever met, he’d fantasized about what it would be like to get frisky with her more times than he cared to admit, and the idea that she might do something lewd with him erased any concerns about his meager endowment or his return trip to Ponyville.

Hooking her thumbs over the waistband of her panties, she nodded down at him. “It might help if you get naked - like, completely naked. I guess technically we could do this if you keep your shirt on, but I’d be lying if I said I didn’t want to look at those fat sweater puppies you’re hiding.”

“O…ok,” he sputtered, virtually tearing his shirt off.

Potentially missing his train would be a small price to pay for making one of his dreams a reality. Kicking his shorts and thong aside, he threw his shirt over to the couch. As much as he would have liked to say he knew what she was planning, he didn’t have the slightest clue as to what was going through her head. She was almost perpetually cheerful, was the best party planner on the planet, and never failed to bring smiles everywhere she went - that said, her monstrous endowment stood in stark contrast to her happy-go-lucky demeanor.

“Gosh,” she murmured, reaching down and cupping his tits in her hands. “If these get any bigger, you might give me a run for my money!”

Unable to speak, he fixated on the behemoth hanging and throbbing between her meaty thighs. He’d had no doubt that she was packing a whopper, but he’d underestimated just how big her stallionhood was. Even without falling to his knees and getting a closer look at her equipment, he could tell that she was packing heat that put any of her siblings to shame.

Giving his teats a squeeze, she brought her hands under his arms. “Now we just gotta…”

“Just gotta - Eeep!” he squawked as she effortlessly lifted him from the floor.

It would have made sense for her to carry him off to his room, if things were going in the direction he thought they were going, and yet she did nothing of the sort. In traditional Pinkie style, defying logic and common sense, she spun him upside down and firmly held him aloft by his hips. He flailed wildly and gave a yelp of concern, momentarily fearing she may drop him, though his alarm quickly subsided when he found his face mere inches from her crotch.

“I’ll suck you off while you suck me off,” she blithely chirped. “If a blowjob doesn’t get your motor running, I’ve got something else we can try!”

The speed with which things had taken a lecherous turn, paired with the disorientation of having the world go topsy-turvy, eclipsed his curiosity by what she’d meant when she’d mentioned trying something else. Looking down at the floor and her gargantuan, drooping shaft, he licked his lips and extended one arm down to her stallionhood. He couldn’t have cared less about her trying to get him hard, not when her cock was in dire need of some attention.

“Mmmmmph,” he whimpered, bucking into her face as her soft, pouting lips enveloped his prick.

He wasn’t hard by any means, but that didn’t stop her from hungrily slurping on his overcooked piece of elbow macaroni. Forcing himself to focus, he grabbed the base of her dick and hefted it up toward his face. It didn’t matter how he was positioned or what sort of furniture he was on - if one of the Pies was gracious enough to present their stallionhood to him, he’d be darned if he wasn’t going to put his mouth to work on it.

Now with a chance to acquaint himself with her endowment, he took a moment to appreciate the sheer immensity of her dick. The fuchsia of her tool was similar to that of her almost palm-sized areola and nipples, yet the enticing color was a ploy. Though its eye-catching hue appeared disarming, the enormity of her shaft and melon-sized nuts spoke to how much of a prized stud she really was.

He actually had to strain to get her stallionhood into position, astounded by the sheer mass of the thing, but it didn’t take him long to bring her cock-head up to his muzzle. Sweet, merciful Celestia ~ how and why had she kept such an exquisite thing hidden from him for so long? The velvety, vein-streaked length, the intoxicating musk radiating off her, and the way she could feel her heartbeat through her shaft filled him with childlike glee and gave him all the inspiration he needed to wrap his lips around the tip of her dick.

The first thing to strike him, other than the fact that he was holding a stallionhood that could have been mistaken for a war club, was the taste. Sweet and just the slightest bit tangy, the cocktail of her sweat and pre-cum was like an opulent dessert. Extending his neck and coaxing her into his well-trained gullet, he set his sights on her pair of cum-tanks resting against her thighs.

Even with the downright laughable amount of prick he had to offer, her blowjob felt amazing - so good that it made trying to suck her off a bit of a challenge. Running his forked tongue around her shaft, he eagerly choked himself on her. In a way, he was actually fortunate that she hadn’t been the first dickmare to indulge his amorous wants, because wrangling with a stallionhood like hers without the proper amount of experience would have ended very, very poorly.

“Having fun down there?” she chuckled, freeing her maw.

Keeping one hand on her stallionhood to keep it upright, he withdrew and awkwardly twisted to look up at her. “Of course I am ~ why do you ask?”

“Because you’re proving my point,” she cooed. “No matter how much it leaks or twitches, your little clitty just refuses to get hard!”

“I - um…” he muttered, hesitant to tell her he was more interested in servicing her than getting an erection. “Didn’t you say you wanted to try something else if that didn’t work?”

“Oh yeah…” she hummed. “My backup plan was to help myself to some of your cake.”

“My wh-Mmmmmph,” he groaned as she shifted him, pulled the plug from his behind out with her teeth, and buried her snout into the cleft of his ass to make out with his tush.

It was a little weird to get his ass eaten while held upside down by an absolute mountain of a dickmare, but he couldn’t let that distract him. As far as he was concerned, so long as there was a dickmare who’s cock wasn’t lodged in someone’s muzzle or ass, he had a job to do. Craning his neck and extending his head, he throated as much of her as he could.

Though being in a standing sixty-nine was novel, it wasn’t exactly ideal for much of anything. He could only fellate a fraction of her length, it was disconcerting being upside down, and the most sensitive part of her cock, the underside just beneath the head, wasn’t oriented in a way for him to ideally get her off - even so, he did what he could to please her. With his body plastered against her belly, having his midsection sandwiched between her bosoms and his chest resting against her stomach, his hands lovingly squeezed and stroked her shaft.

Odd positioning notwithstanding, he’d hoped to stay where he was until she chose to switch things up - regrettably, his head began to ache. Reluctantly pulling away, he patted her thigh and brought her impromptu feast to an end. It wasn’t that he didn’t want to keep going, but getting a migraine while blowing someone was one of the few things not on his bucket list.

“H…hey,” he meekly began, looking over his shoulder while praying she wasn’t going to be upset, “can you let me down? My head is starting to kill me.”

Without the slightest bit of hesitation, she turned him back around and placed him on his feet. “Oh jeez - I’m sorry! Sometimes I just get ahead of myself sometimes!”

“It’s fine,” he reassuringly stated, grinning up at her.

Glancing over to the wall and at a clock by the door, he willed himself to keep a straight face. There was still enough time to make it to the station, though the temptation to prolong his stay was too strong to pass up. He was with one of the Elements of Harmony, so it wasn’t like anyone would worry too much if he was gone a little longer than he’d planned ~ right? Reaching out and taking her hand, he shifted his weight and turned away from the exit.

“You want to keep this going in the bedroom?” he asked, pulling her along.

A coy smirk split her muzzle and an impish twinkle glimmered in her eye as she tightened her grip on his hand and kept him from escaping. “I wouldn’t mind, but…”

Unable to move, he peeked back at her. “But…?”

“But I still want to figure out if you've got a clit or not,” she smugly responded.

Honestly starting to doubt if he’d developed erectile dysfunction, though having no true care of if he’d ever get another boner again, he caved to his desires. “If having a clit means I get a marefriend like you, I guess I’m fine with - Oomph!”

Snaring him in a bear hug, she clutched him to her bosom and spun in a small circle. “I’m so, so, so happy to hear you say that! Correct me if I’m wrong, but it’s not like you were really using that mini-eclair of yours anyways!”

“I - Cough - wasn’t. Pinkie, I c…can’t breath,” he wheezed, having the air crushed from his lungs.

“Whoops! Sorry again,” she laughed, setting him down and giving him a small pat on the head. “You were saying something about keeping things going?”

Giving him no time to reply, she marched past him and dragged him into the bedroom. He’d been keeping his fingers crossed that he’d get to experience being her cock-sleeve, so having her haul him off made him giddy. Was he going to get his ass ruined? It sure looked that way. Were they going to miss the train? Almost definitely. Could he use this as an excuse to stay another week or more at the rock farm? If he had anything to say about it, yes.

Stepping into the chamber, she released his hand and wheeled around to face him. “Any requests?”

Excluding Marble, Pinkie was the first to ask him for any input on carnal hijinks. Looking to the bed then down at his groin, he considered his options. Being bent over or crushed beneath the hulking dickmare would be fun, although an idea for something even more appropriate hit him out of the blue. Since the big, lovable party pony seemed dead set on reclassifying his equipment, perhaps humoring her would be fun for the both of them.

“Actually, yeah,” he mused, “could you lay down on your back?”

“Okey-dokey-lokey!” she enthusiastically replied before casting herself onto the sofa.

As he strutted to the foot of the bed, peering up her body while she made herself comfortable, he grinned from ear to ear. Getting his brains fucked out by Marble, Maud, and Limestone had been fun, but he wanted to do something different for Pinkie - something special. Setting one knee on the mattress, he crawled up to her while gazing into her eyes.

“Ooooooooooh! Are you gonna ride me cowgirl?” she inquired, going to push herself up. “If you are, I bought the cutest stetson the last time I visited Appleloosa! It’ll only take me -”

“Pinkie,” he purred, reaching out and pressing a finger to her lips, “how about you just enjoy yourself.”

As he straddled her and rolled his hips forward, her length sprang between his legs and settled into the cleft of his ass. If it hadn’t been for her, he would never have traveled to the rock farm and had three weeks of the most mind-blowing sex he’d ever had - as such, she deserved a reward. Lifting his waist and seating his pucker to the tip of her length, he eased himself down and slowly impaled himself.

It may have sounded crazy, but her stallionhood felt even bigger in his ass than it had in his throat. Slowly exhaling and closing his eyes, both savoring the gradual sensation of fullness and keeping himself relaxed, he sank lower and lower. Only when her medial ring kissed his hole, letting him know he’d taken most of her shaft, did he peek out at her.

“C…can you brace your legs for me?” he whispered.

She did as he asked without saying a word, beaming down at him all the while. Leaning back against her thighs, giving her a perfect view of his body, he started to bounce. His tits swayed and jiggled on his chest, his tail lazily thrashed behind him, and his clit bobbed and dribbled pre-cum over his balls and onto her pelvis.

Extending her arms and rubbing his thighs, she drank in the show. “That is so hot…”

There were a number of things he could have said or done, ranging from dirty talk to altering his technique, but his instincts demanded a particular, if not slightly humiliating course of action. Fondling one breast and playing with his nipple, he brought his free hand down to his crotch and started rubbing his clit. If she was going to like him to a dragoness, he was going to get off like a dragoness.

Between his prostate getting absolutely demolished and the feeling of playing with himself in such a shameful, unfamiliar way, his pace steadily quickened. He couldn’t be sure, having spent the last week unable to touch his goods in any appreciable way, but simply massaging the tip of his prick, effectively all that was left of it, felt phenomenal. Dipping his head and moaning aloud, ignoring the rope of spittle creeping down to his chin, he bore down and forced her medial ring past his pucker.

He’d never slept with a dragon - in fact, he’d never slept with anybody but the Pie siblings, and he had no intention of ever getting plowed by anyone that wasn’t an equine. Simply put, pony cock was addictive. The brutally blunt tip, the girth, the thick that marked its trunk, the way they flared when they came - he’d be happy living the rest of his life exclusively giving his mouth and ass to dickmares.

Reclining further, simultaneously crushing his p-spot and continuing his show, he unleashed a guttural groan. One of the most inexplicable things about his time with the Pies was that his endurance hadn’t improved in the slightest. Regardless of how he was getting rutted by any of the sisters, he was usually a squirting, mewling mess within a matter of minutes, and this time was no different.

The breath hitched in his throat, his eyelids fluttered, and his pucker quivered wildly as he howled out in ecstasy and blew his meager load over her belly. He honestly hadn’t minded being locked in chastity, but getting off like a dragoness, furiously kneading his clit as he was stuffed with cock, was incredible. Giving himself a moment to collect himself, he glanced up at her when she began to giggle.

“I’m gonna be honest,” she began, shifting one hand over and stroking his clit with her thumb, “I was kinda hoping to have a roll in the hay with you.”

“R…really?” he rasped, taken aback. “If that’s true, why did you wait until now?”

Her expression wavered and grew tainted with sorrow. “I just…I just didn’t want to weird you out. Being around you for so long, getting to see you blossom into such a slim, sexy little femboy of a dragon, I was worried that you might not want to be my friend anymore…”

Rocked by her admission, he struggled to think of something - anything to say. “Pinkie, I felt the same way about you - shucks, I’ve dreamt about doing this with you for years!”

The faintest trace of a smile reappeared on her face as she lifted her head and locked eyes with him. “Really?”

He eased himself forward and draped himself over her, pressing his tits against hers, and grinned. “Really…”

Clutching his tush in one hand, she sat forward and locked lips with him. As he deeply kissed her, his body lurched forward when she thrust her hips. He couldn’t say how deeply her feelings ran for him, or if the impassioned exchange would mean anything in the grand scheme of things, yet he relished the romantic embellishment of the moment.

She started slow, deep-dicking him from below while frenching him, though he gave as good as he got. His ass slammed against her waist with each of her plunges, while he felt his abdomen bulge from the monumental intrusion of her stallionhood. He had no way of seeing it, his vision consumed by her gorgeous face and her afro-like mane, but he could feel her cock-head reaching deep into his torso.

Little by little, bit by bit, and all while continuing to make out with him, she became increasingly intense with her rutting. Her fingers sank into the soft flesh of his rump, her heavy breaths washed hotly over his face, and she clamped her eyes shut in concentration as what started as lovemaking took a gradual turn. She may have been one of the kindest ponies on the planet, willing to give someone the shirt off her back, but she was still a dickmare - a dickmare with needs.

Whining into her muzzle, seconds from another climax, she grabbed his wrists and pulled back. “S…sit up again.”

He threw himself back and against her thighs, leaving a strand of saliva connecting them. What with having been with her sisters, he knew when it was time to relinquish what little control she’d afforded. Bringing his motions to a halt, allowing her to take control, he laced his fingers with her and held tightly to her hands.

“When- Mmmph - we get back to Ponyville, w…we’re gonna keep doing this,” she grunted, hammering into him.

Driven up by her thrusts, he emphatically nodded. “Uh…uh-huh…”

“A…and,” she huffed, increasing the speed of her thrusts, “I w…want everypony to know you’re m…my mare.”

Mare - the word was as simple as can be, although the connotations of its meaning at that juncture were electrifying. Pinkie didn’t just want to keep him around as a sex-toy, she wanted to be with him. She may have made the declaration in the heat of the moment, too aroused to truly mean what she said, but he was thrilled by it all the same.

“I…I’ll - Mmmmmn - I’ll be your mare,” he howled.

Releasing one of his hands, she furiously got him off with her thumb. “Cum! Cum for me!”

His rapturous squeal reverberated off the walls while his jizz erupted over her stomach and tits. Being claimed by a she-stud was one thing, yet having one take him as a lover elevated his climax to an entirely different level. Milking her pistoning stallionhood for all his worth, he could to earn her seed.

Like her sisters, her stamina bordered on godly. He came five more times before she was even close to finishing, getting every drop of spunk plowed out of him, though even she had her limits. Sensing her flaring within him, feeling her pulsing cock throbbing against his battered backdoor, he drew a breath and peered down at her.

“Take me!” he cried. “Make me your - Aaaaaaaahn!”

Her primal bellow and the tsunami of her essence flooding into him drove him past the brink in the blink of an eye. Fighting through his rapture, he looked down and watched as his normally flat belly gurgled and swelled under the weight of her load. Her sisters may have pumped him full of foal-batter many, many times, but there was something undeniably extraordinary about having one of nearest, dearest friends breed him.

As she slowed and fell still, save for the occasional twitch of her hips or cock, he flung himself forward and embraced her. Even if she didn’t end up dating him, he was overjoyed that they shared feelings for one another. Pecking his way up her neck, over her jaw, and finishing with a brief kiss on the lips, he held her face in his hands.

“Looks like I missed my train,” he sighed, shooting her a wink.

Her hands glided down his back and to his rear as she smirked. “Guess that means you’ll be stuck with me for a little longer…”

She snorted, he chuckled, and they both burst into a fit of giggling. If there was one pony on the planet who could make him laugh while he was skewered on their colossal stallionhood, it was her. Another train would roll through eventually, possibly even tomorrow, but that wasn’t important - what was important was that, at the very least, one of his best friends was now a friend with phenomenal benefits…