Things were getting better.

Starlight Glimmer and Trixie Lulamoon were having a blast.

The road-trip, which had started off so well before nosediving into the pits of Tartarus, was on the rebound! The pair of unicorns, who had both been on the travelling show circuit for almost two weeks, were getting along famously after their rocky start.

With a bit of smart thinking and practical, judicious application of magic to quickly levitate the many magical props and various travelling supplies out of her wagon, putting them all underneath a small awning that the pair would erect at each planned stop. Really, it was so simple to do, and provided so much additional space for sleeping and relaxation in Trixie’s admittedly small wagon that it was almost too easy of a solution to all the troubles that they had been having earlier.

Coupled with a series of successful shows that filled Trixie’s saddlebags with well-earned bits (which allowed Starlight to partake in local foods and the odd shopping spree without bankrupting their expedition), all that was left was for the two close friends to have a wonderful time travelling the backroads and towns of Equestria…

“Phew, well Trixie, I think I’m going to turn in early tonight, climbing that mountain was a bit harder than I thought it would be.” Starlight smiled, standing up from the campfire and stretching her shoulders slightly, feeling her joints pop comfortably back into place.

“Hah, you’re such a lightweight Starlight.” Trixie smirked, teasingly. “You weren’t even hauling the wagon up the mountain. You should try pulling it tomorrow: your flanks have gotten a little plump you know.”

“Hey!” Starlight immediately complained, “First off: it was me who just levitated all the things out of your wagon, thank you very much... and second: you’re just jealous that my flanks are bigger than yours!” Starlight giggled in return, sticking her tongue out.

Trixie laughed back, a natural reaction between two good friends simply bantering with each other playfully. “Hah! Trixie’s tight butt gets all the stallions looking.” Trixie chuckled as her friend merely rolled her eyes and began to retreat into the wagon, where her comfortable hammock awaited. “Oh, Starlight?” Trixie called after her friend. “Before you go to bed, if you wouldn’t mind…”

“Oh! Right, thanks for reminding me.” Starlight’s horn glowed briefly, a magical field quickly illuminating her throat and nostrils. “There we go, in about five minutes I should go mute for the rest of the evening. No snoring tonight either.” Starlight offered with a smile.

Trixie let out a little sigh of relief. “Thanks buddy.” She then sheepishly smiled, “Sorry to make you have to cast magic on yourself, so I can sleep… are you sure you don’t need me to do the same? I know you were saying before that I would rehearse my shows in my sleep…”

Starlight shook her head with a smile. “No no! Don’t worry about it Trix. You haven’t spoken a word in your sleep for days now. I guess you’ve figured out your routine enough that your subconscious doesn’t think you need the practice anymore”

“Well, with how well our shows have been going, I’m not surprised.” Trixie smiled and winked at her friend. “Have a good sleep, Starlight, I’ll see you tomorrow!”

“Alright Trix, don’t stay up too late!” Starlight called over her shoulder, trotting up the set of small wooden steps to the interior of the wagon. With a skip and a bound, the former cult-leader turned friendship pupil hopped up onto her hammock with a comfortable sigh and yawn. It wasn’t until part way through her groaning exhortation that her volume tapered off to nothing: her muting spell had just kicked in, as expected…

Content in the knowledge that Trixie would have a good night’s sleep, Starlight let her heavy eyelids drift closed.

…

“Mmm…. yesh… yesh… jush like hmmm….”

Starlight’s eyes blinked open, and she took in the now-familiar sight of the wagon-ceiling above her. That was weird. She was a surprisingly good sleeper. Normally, she’d rest right through the night without a single waking spell… unless, that is…

“Mmm… yesh… right there… hmmm… OH!” Trixie half-mumbled in her sleep, her hooves thrashing out invisibly at the air.

She was disturbed.

Starlight groaned, lifting a hoof to rub at her temple in frustration. She realized that she’d jinxed herself by saying that Trixie wouldn’t need to cast the muting spell on her own voice box before sleeping. Of course that would cause the fates to make Trixie start speaking in her sleep again.

No matter, all she had to do was wake her up and get Trixie to cast the same muting spell.

“Trixie wake u-...” Starlight began, stopping suddenly as she touched her throat, her own muting spell still very much active and causing her to simply move her mouth wordlessly. Groaning silently, Starlight shifted and sat up on her bed, getting ready to shake her friend awake. Rehearsing was a good thing, but to practice in your sleep was a bit too much.

“MMM! Yesh… f-fuck my pusshy…” Trixie groaned out, rolling over onto her belly in the hammock, and sticking her butt up in the air. With nary a moment’s passing, her silver blue tail flicked left and up before she waggled her tight plot slightly.

‘Woah,’ Starlight’s eyes opened wider as her train of thought caught up to what she was watching, ‘just what exactly is Trixie rehearsing, anyway?” A little grin crossed her face and she lifted a hoof up to cover her chuckling mouth (despite the fact that any laughter would have been muted by her active spellwork). She knew she should wake up her friend…. That it was wrong to listen in but still… it was kind of funny and cute to see this side of her friend. She wondered just what kind of dream Trixie was having.

“Pwease… Mmmhmm…” Trixie’s half mumbling and little twitches garbled some of the dream-scene, “...yesh… f-fuck Trixie’s… yesh… m-master…”

Starlight blushed a bit, as she watched her friend’s fully exposed blue marehood, a plump set of already slick lips framing a tight hot-pink opening, throb and wink twice in the musky air of the wagon. Her friend’s fat clitoris slid in and out of her folds, grasping at its somnolistic satiation, making her tight little ponut quiver under her flagging dock.

‘Woah, I wonder what she’s dreaming about.’

Trixie felt the stallion’s tongue pressing deep into her throat as he slammed her roughly against the side of her wagon, pinning her easily with his superior strength, easily overwhelming her feeble resistance.

“Oh, f-fuck…” Trixie moaned aloud, as the mysterious stallion’s knee pressed into her dripping marehood, purposefully grinding against her throbbing cunt.

“Silence, you whore.” The rough voice whispered, before pressing his muzzle into Trixie’s neck. By speaking, Trixie realized that this was Hoof’ar, the Saddle Arabian fan who had been following her on her show tour for the past few weeks.

As the larger pony-horse began to press against her, dominating her with his size, Trixie felt the wet, slick heat of something pressing against her belly. She writhed her head away from Hoof’ar’s aggressive necking to look down between them, seeing a truly frightening and massive horsecock pinned against her blue belly fur, drooling a slick trickle of pre-cum as it throbbed with ferocity.

“Oh, by the Goddess,” Trixie moaned, her mouth opening slightly and eyes widening at the huge cock pressing into her. It easily dwarfed the largest stallion she’d ever had - it even rivalled the near-mythical size of Big Macintosh… maybe it was true what they said about Saddle Arabians.

A stinging bite hit Trixie’s left cheek - she’d just been slapped.

“Shut your heathen muzzle, infidel.” Hoof’ar snarled. “I’ll not hear talk of your heretical Goddess against the light of the prophet. Now bend over and take it like the Equestrian-slut you are.” Hoof’ar grabbed Trixie by her mane and threw her to the dusty earth, making her fall in a heap on her face.

The show-mare was shocked and excited at the same time: something seemed off about all this… she would never put up with this kind of treatment from any pony, let alone some backward misogynistic Saddle Arabian fundamentalist… and yet… she wanted him… she was burning for him.

She had almost no time to think further on what was happening, before Hoof’ar stepped forward and grabbed Trixie’s tail in his mouth, yanking it upward so that her beautiful rump was up in the air, while her face and chest remained stuffed in the dirt. Trixie felt her body betray her, her dock flagging up high in anticipation of being bred roughly. She groaned as her marehood clenched and winked in front of Hoof’ar, submitting to his domination.

“Typical Equestrian slut.” Hoof’ar sneered, “A real stallion pushes you into the earth and we see just how ‘modern’ you mares truly are.” Trixie whimpered as Hoof’ar’s powerful forehooves slammed down on either side of her head, and his heavy horsecock landed on her rump with a wet slap.

“I’ll rut you like the infidel-whore you are and then take you back to Saddle Arabia,” Hoof’ar leaned down to grunt in Trixie’s ear menacingly as he shifted about behind her, trying to align his overly long penis with her drooling slit, “but I won’t wed you… you’ll live in shame after birthing my bastards, and you’ll have to beg for food in the streets as an outcast, you slut.”

Trixie groaned aloud into the air, unsure of why she was accepting of such abuse… until she felt the heavy, painful, stretching heat of a massive flare pressing into her cunt-lips.

“Ohhhh!” She moaned aloud, strangely aware that all her motions and reactions were dulled, slow - as if through a foggy lens.

“Yes, take it you whore-mare!” Hoof’ar wasted no time in thrusting deep into Trixie, lancing her innards with his hot spear of thick, throbbing black-horseflesh. Trixie wasn’t sure how he could suddenly enter so deep into her without pain, she felt his cock completely filling her, making her belly widen and bulge impossibly, in a cartoonish way.

“S-stooooop,” She whined out vainly, as she felt the huge shaft inside her throb larger and larger then begin to flare.

“Yes! Yes! Bear my foals you whore…” Hoof’ar grunted as he began to cum, without having even pumped his hips more than the first thrust, heavy spurts of thick cream pouring into Trixie’s belly, like torrent from a fire-hose.

Trixie moaned out once again. “Stop!” her eyes rolling back slightly in her head as she felt her body blowing up, larger and larger. Her belly-button popped outwards as she became almost as large as a balloon, her body still growing with spurt after spurt of horsecum jetting into her. Suddenly she was no longer outside, but in her wagon, her ballooning body becoming constrained by the tight confines as Hoof’ar continued to pump her larger and larger.

“You should have accepted my wagon, whore!” Hoof’ar cackled.

Trixie whimpered, her orgasm from being so filled escaping her, leaving her feeling impossibly full and yet, completely unsatisfied. An annoying edge of her wagon’s structural frame jabbed into her side painfully as she expanded, again and again, without remorse. Prodding her as insistently as a unicorn trying to rouse a sleeping friend might.

A magical portal tore the ceiling of the wagon asunder, and a dark blue alicorn peered through into the crazy scene. “Just what in Equestria is happening in he-. Oh. OH. Nay, thy dream-princess will not touch this with a ten-foot pole.” The portal quickly snapped back shut.

Trixie groaned, her body sloshing and sloppily spilling stallion-seed impossibly from every orifice, like a messy Pinkie Pie batter stirring session, as she screamed out. “P-please Hoof’ar, it’s too much… cum!”

Trixie screamed aloud, wanting to pop, wanting relief… yet being denied… and then, just as she was about to release…

Trixie sat stock upright in her hammock, almost slipping out to be spilled to the floor. Her head spun in confusion as her mind tried to readjust to its surroundings and reestablish the known laws of reality instead of the crazy and impossible situation she had just been trapped in.

“Snnkkkrrtt…. Whazza…. Whozzaa….” Trixie grumbled and coughed, trying to clear her throat as she swayed wildly in her hammock.

“Shhh shhh shh” Starlight Glimmer cooed, quickly igniting her magic field to slow the oscillations of Trixie’s bed and prevent her friend from falling to the wagon floor.

Trixie sat up in her bed, now aware that the rather ridiculous scene she’d just survived was nothing more than a product of her sleepy, addled mind. She bit her lips and puffed her cheeks out in embarrassment as she also became aware of just how soaked her bottom currently was. At this point she wasn’t sure which would be more humiliating: having wet the bed from fear… or having wet the bed from lust. Either way, she quickly tucked her tail under herself and laughed awkwardly, hoping that her face wasn’t literally on fire with her hot burning shame… because it sure felt like it was!

“Ah… hahahaha… oopsie!” Trixie blushed, looking over at her friend. “S-sorry, Starlight… I was… having uh… a nightmare.” Trixie looked over at her friend meekly, only to see that she had nothing to say. Mind racing, Trixie quickly tried to fill the silence.

“Y-yeah… j-just a bad dream.” She rubbed the back of her head nervously, eyes now doing everything they could to look away from the skeptical and accusatory arched eyebrow of Starlight’s unbelieving face. “I w-was… being chased by… a t-timberwolf! Yeah! A timberwolf… made of lots of hard wood… wait I mean… uh, he was trying to pin me down and get on top of me… no, wait, like… I had to buck him off. But in the end, I couldn’t come out of it… and… err...” Trixie trailed off after rattling off multiple sexual innuendos inadvertently, choosing instead to plaster on a fake, overly wide smile and affixing Starlight with a nervous, sweating stare.

The deadpan, unbelieving unicorn didn’t blink an eye as she ignited her horn once again, briefly illuminating her throat and clearing up the magic that had rendered her mute.

“Uh huh… Timberwolf… screaming out because of a timberwolf attack?

Trixie nodded slowly, still wearing the far too large, ‘I’m-totally-lying-please-believe-me’ smile.

“Was this timberwolf also named Hoof’ar? And did he perhaps, cum too much?” Starlight asked, her deadpan demeanor finally cracking as she began to chuckle.

“Wh-what?” Trixie began to shake with nervousness, “I-I don’t know what you’re talking about!”

Starlight rolled her eyes and continued to chuckle at her best friend’s antics. “Oh come off it, Trix… you’re not fooling any pony: your hammock is literally dripping” Starlight pointed beneath the hammock, where droplets of Trixie’s juices pittered to the wagon floor below. “...and your tail is flagging and wagging like a puppy, despite your trying to keep it plastered against your plot,” Starlight moved her hoof to point at the silvery tail currently being pinned by Trixie’s hooves under her, even as her dock waggled and strained to lift the whole mess of damp tail-hair away from her. “...and the whole wagon is so thick with your estrus-musk I can practically drink your blueberry-flavored essence right out of the air!” Starlight smacked her lips and worked her tongue around, as if to prove her point that she could taste Trixie’s heat condensing in her muzzle.

Trixie groaned out and slammed herself with shame into her hammock, pulling her pillow over top of her head to shield her from her best friend’s judging eyes… which only made Starlight laugh harder.

“Yeah, yeah.” Trixie grumbled, from under her protective-pillow helmet, “Yuk it up… the great and horny Trixie is in heat. So, funny!”

“Aw…. c’mon Trix, it is kind of funny, I didn’t realize you were that into Hoof’ar! You should have told me, I’d have helped hook you two up!”

“I’m not!” Trixie complained, throwing her pillow-skullcap across the wagon at her friend, “it’s just this damned tour: all the time spent outside pulling the wagon, the exertion and the extra hours in the sun… I think I went into an early estrus.”

Starlight repositioned herself so that she was hanging off the edge of her hammock, scooching closer to her friend. “That sucks… do… uh… do you think you could do something about it? I’m really tired and…”

“Do something about it?” Trixie asked, exasperated. “What’s that supposed to mean?”

“Well, like… cast the muting spell on yourself so you don’t wake me up again.”

“Oh, so I’ll just shut up so you can get your beauty sleep, is that it?” Trixie growled, her anger rising.

“Well… that would help a lot. Maybe if you could do something about the musk too… phew it’s getting strong now, hay I can practically taste pussy…”

“And how do you know what that tastes like?” Trixie smugly shot back, happy to be able to turn the tables on her roommate.

Now it was Starlight’s turn to blush. “W-well… I mean… I guess… t-technically I don’t.”

“You’ve never slept with another mare? I thought you had a whole village enslaved and subservient to your every command?”

“T-Trixie!” Starlight blushed even deeper, shocked her friend would bring that up.

“What? Maybe it’s just the heat talking, but it sure as Celestia’s teats what I would do if I had a whole village worshipping my plot.” Trixie shrugged, letting her nose raise up in smug arrogance.

“W-well… I mean… I wasn’t the one doing the eating so much as being eaten...” Starlight half-whispered, embarrassed at herself and trying to suppress those memories where she’d had an entire town of stallions and mares available for her every whim.

“Well. I wish I could just manipulate a group of stallions into plowing me out of my heat right here and now, but I’m not quite so talented as you Starlight Glimmer.” Trixie snapped off with venom.

“I… I never had any stallions do that to me! Just, you know… some kissing… sometimes…” Starlight squeaked out, not sure how the conversation had gotten so derailed. “W-why are you being so difficult? Can’t you just, y’know… take care of it?”

Trixie furiously replied without missing a beat. “Take care of it? Starlight… we’re 50 miles from the next town in the middle of a desert. So, unless some unmarried stallion with full balls just happens to wander past at one in the morning, I’m not taking care of anything!”

“Well… what would you do when this happened on your other roadshows? This can’t be the first time something like this has happened.” Starlight asked, exasperated.

Trixie suddenly lost her anger, blushing a bit. “I mean… usually I would pull out my, uh… well my COOLCO cooler… but... I didn’t pack it because I thought it would be a bit embarrassing with how packed in we are.” Trixie coughed slightly to catch her breath and reset herself. “Did you bring anything?”

Starlight shook her head. “No, I don’t even own a cooler anymore.”

“Really? What do you do when you… well… y’know…” Trixie asked.

“Well, actually…” Starlight hemmed and hawed for a moment, considering how to break this to her friend. “I guess it would be easiest to show you: plus, it may help alleviate your issue.”

“Huh?” Trixie asked, as she watched her friend’s horn begin to shimmer and glow powerfully.

“Q-quiet, Trix… it’s a tough spell… and a little embarrassing to cast… you are cool with this, right? You trust me, right?” Starlight asked, releasing the squinting, furrowed-brow look of concentration for a moment to look hopefully at her friend.

Trixie looked a bit nervous and flustered, but she was in such a state that she was ready to concede defeat. “W-well… if it worked for you when it came to quenching your heat… sure… I’ll try anything!”

Starlight’s horn sparkled with pink energy, before lancing out and striking Trixie’s belly with a powerful, concentrated beam of magic.

“Oomph!” Trixie grunted, the throbbing pulses of magical power slamming into her.

Starlight bit her lip as she pulled the beam downwards, below Trixie’s belly button, until it finally came to rest on the blue unicorn’s lower-belly, just above the ridge of her mons pubis. A final powerful surge streaked out from Starlight’s horn, thudding into Trixie’s body with a shuddering, cracking buzz.

“Oomph!” Trixie grunted out, like she’d been punched in the gut. “You… you could have warned me that it would hit like a brick!” She reached her hoof down to rub the spot on her belly where the beam had shot into her. “H-hey… Starlight… I don’t think y-you suppressed the heat… I actually feel… a bit w-warm…”

Starlight blew upwards from her lips, cooling off her still smoking horn. “I never said I was casting something to quench your heat… those spells don’t exist… I said I was casting something that helped me deal with my heat.”

“Oh… oh…. Ungh… it’s…. It’s burning…” Trixie groaned, leaning back on the hammock as just above her labia the skin of her lower belly began to quiver and twist, shifting and changing.

Both unicorns looked with wonder as the blue-furred skin swelled and bulged away from her body in three places. At first, three little spheres, which quickly began to expand, forming a set of three, marble-sized bumps arranged in a little triangle. With each beat of Trixie’s heart, the new growths continued to change and shift - the two lower points fattening and swelling larger and larger… at first becoming the size of ping-pong balls, then robin’s eggs… and finally settling on something the size of large chicken eggs. A moment later, they began to sag and fall out of her belly, though they were still constrained by Trixie’s blue skin. As they sank in their pouch of blue fur, they slid comfortably over top of Trixie’s dripping marehood… forming a perfect pair of stallion-like testicles.

Meanwhile, the upper bump had changed and shifted too. Unlike the other two, this one began to grow and change in a more oblong way… first becoming a small tic-tac shaped bulge, that grew into a mini-sausage sized protrusion, stretching under Trixie’s belly-skin up toward her bellybutton. It started to thicken and ‘pop’ out of Trixie’s groin with each passing moment, eventually becoming the size of a pencil, then a whiteboard marker. The skin overlapping the bulge thickened and tightened, making it stand out more prominently from the mare’s underside. Finally, once the hot-dog shaped growth finished extending, the skin around the tip of the object rippled and parted, forming a wrinkly ‘eye’ that had a clear opening… an orifice for Trixie’s new organ… she had just grown a flaccid penis.

The burning sensation finally subsided, and Trixie had a few breathless moments to look down at herself, and experience the cacophony of strange sensations assaulting her changed body… two heavy, sensitive balls rested comfortably against her sopping pussy, while a new tube stretched from her marehood to halfway to her bellybutton, with a strange little flap of foreskin at one end.

“S-starlight…” Trixie stuttered… her left hoof delicately reaching down and prodding the new appendages, making her shiver: yes, they were real! “Starlight… w-what did you do!?”

“Well… I learned this spell a while back… it makes… uh… relieving yourself a bit easier… and more interesting.”

Trixie sat up with a start. “W-what!? You grew me a cock… on purpose!?”

“Well, yeah… now you can just… well… y’know.”

“No. No I don’t know.” Trixie growled, her blush partially attributable to her embarrassment, and partially due to her anger.

“Oh c’mon… you just… well….” Starlight made a motion with her hoof, pumping it up and down in the air several times, stroking the space between the two of them. “Haven’t you ever given a stallion a hoof-job before?”

Trixie snorted and turned her nose up, “Certainly not! Any stallion who wishes to sleep with Trixie must understand that she will not be getting her hooves messy.”

“Oh… well… uh… you need to just, stroke it… with your hoof” Starlight stammered, her eyes tracing over the beautiful round orbs and slender penis of her friend.

Trixie reached down with her hoof, prodding awkwardly at her new sheath, bumping it far more than stroking it. “L-like this?” Trixie grunted, struggling. The show-mare smirked, impressed with herself that she’d coaxed the foreskin of her sheath to part, as her penis began the smallest vestiges of an erection.

“N-no… you want to uh… pet it more… no no, not like that!” Starlight attempted to instruct, getting closer and closer to her friend's feeble and fumbling attempts at male masturbation. “No… you want to pull the skin a bit… no not pull-pull… be soft with… argh! You know what? Let me show you!”

Trixie stopped pawing at herself and looked up at Starlight, whose face had become more and more flushed as she watched the erotic sight in front of her. A silent moment of tension passed between the two friends as both realized what Starlight had just asked.

“C-can… can I touch you?” Starlight whispered, her big eyes pouring into Trixie’s. The two friends had never been intimate. Sure, they were close friends and enjoyed each other’s company immensely. They’d shared their secrets and dreams, their hopes and fears. Together they'd exchanged hugs, ruffled each others’ manes playfully, consoled each other with gentle petting, and had always been there to lean on in tough times… but that was affection between two besties… not lovers.

‘Maybe this doesn’t count.’ Both mares told themselves. Maybe… this was Starlight helping out, showing Trixie how to do it better.

They both were telling themselves the same lie, as Starlight’s hooves began to move.

Trixie nodded to the question, as her friend’s hooves travelled the remaining few inches and pressed against her new, sensitive bits.

Starlight quickly manipulated Trixie’s shaft, the frog of her hoof carefully retracting the sheath covering Trixie’s cockhead, revealing the dark blue flare for the first time. Trixie bit her lip with restrained pleasure as the ring of sheath skin retracted around her stallionhead… but Starlight simply continued pumping, pulling the skin back further with each soft stroke. Trixie realized that it was not just her new cock being revealed, either… it felt like the shaft within was becoming fuller, throbbing and expanding stretching against itself in a sensation more akin to when her labia would fatten in arousal… causing the first part of her mottled blue-pink shaft to plop onto her belly, between her teats.

“Oh… f-fuck… St-star…”

Starlight’s eyes were pulled away from their intense focus on her best friend’s expanding cock to look up at her face, thrown back in pleasure. “Y-you like that, Trix?” Starlight brought her other hoof into the action, carefully cupping her friend’s balls as she continued to pump. “Feels different right? But good different…”

“Oh… oh… buck!” Trixie moaned, as something new stirred in her. Her cock… now more than semi-erect had a burning, rushing sensation rush up its very core, until it burst from the small slit nestled in her head.

Starlight grinned as a trifecta of splashes of pre-cum sloppily splattered up to Trixie’s mid-section. “H-huh… I guess some dicks generate a little more juice…” She whispered to herself, stunned at the much larger volume of pre-ejaculate than her own experiences, even as she pet her friend’s sopping belly to lather her hooves in Trixie’s natural lubricant.

Trixie’s cock was nearing its full size now, a proud eight inches of stallionflesh quivering and expanding as it strained to reach to her bellybutton, thickening and fattening to make her medial ring expand under Starlight’s motions.

“Mmm… wow Trix… very nice… take a look, open your eyes…” Starlight cooed, getting her friend to cease tilting her head straight back and look down at where the action was occurring.

Trixie glanced down at the fat cock, with a head as wide as large as one of her small teacups, atop a rigid, shivering shaft now stretching eight and a half inches from its inception point. A large ketchup-on-hot-dog like vein squiggled across the top, pulsing in time with her heart… a slick sheen of shiny juice coated the dick, burbling from its natural source: her rather large cockslit… her medial ring was a fat donut of meat, though not as impressive as the stiff ridge of sensitive flesh that was her flare’s ridge.

“I-is… th-that… r-really me?” Trixie asked breathlessly, almost unable to believe what she was seeing, despite the stream of sensation from the new organ.

“Mmmhmm…” Starlight purred, “I think you’re too thick for my hooves actually... “ Starlight grinned as she waggled an eyebrow and ignited her horn.

“Hunngh!” Trixie’s head was thrown back again as her mouth gaped in pleasure. Starlight was slowly and methodically pumping up and down the blue-pink shaft of her friend’s cock with a warm field of magical unicorn energy, while she used her free hooves to toy with Trixie’s balls and press against her winking marehood.

“F-f-fuck, Starlight!” Trixie’s head lashed from side to side, her hips quivering and pumping, as if she were thrusting into an invisible mare. “C-could… y-you…”

“Hmm?” Starlight teased, pausing her stroking to magically massage and squeeze her friend, “could I what?”

“K-k-kiss it?” Trixie asked breathlessly, flexing her pelvic floor muscles which made her cock bounce and bob in front of Starlight’s nose.

Starlight’s eyes turned back to the drooling blue cock slit in front of her, “I-I… I’ve n-never... “ her nostrils flared a little bit, taking in the scent of Trixie’s damp, sticky sex.

Could she really do this… with her best friend? Sure, she’d thought about it from time to time, idle fantasies which were quickly discarded as immature or irrelevant, little side-paths not meant to be truly explored, even mentally.

And yet, she really did like… love this mare. She loved each of Trixie’s little quirks, loved laughing with her, being close to her, hugging her. Maybe Starlight would love doing even MORE?

And… this was sort of her fault...

What had once been a sharp, blueberry indicator of her friend’s heat now had subtler, more complex tones interlaced in its chemical composition. An oaky, smoky, masculine smell… courtesy of her new equipment. It was enticing, wasn’t it?

Starlight leaned closer, the breath from her flaring nostrils washing over Trixie’s glistening cockhead. She began to close her eyes as she softly touched the end of her wet nose with the sticky stallionflesh.

‘Celestia, I want to taste it.’ Starlight’s mind raced, her lips parting and her tongue snaking out lapping up a dribble of pre-ejaculated from the sensitive glans of Trixie’s penis before tracing up to the drooling orifice.

“Ohhhh! Yessss….” Trixie moaned, involuntarily pushing her hips towards the new sensation of pleasure.

Starlight began to lick longer, harder, more passionately. The taste was strange: salty, tangy… but definitely not unpleasant. She needed more of it, inside her, needed to absorb the taste, the sensation! She drew her tongue under the throbbing flare’s ridge, adding a coat of her own saliva to the sheen of Trixie’s juices. Starlight tried leaning in, planting her lips over the burbling slit and starting to suckle, her butterfly kisses turning more into deep infant-on-mother’s-teat like sucks.

“F-fuck… St-starlight… s-somethings…” Trixie moaned, her lashing becoming more insistent now. The show mare reached down with her hooves, taking hold of the back of Starlight’s mane and trying to press her more firmly into her penis, her newly found masculine instincts wanting to bury as much of her cock in its source of pleasure.

“MNgghh!?” Starlight grunted, suddenly affronted with a mouthful of cock trying to be pressed into her lips. The only thing that saved her from having the whole thing forcefully thrust down her throat was her inability and inexperience, which cause the sensitive flaring cockhead to scrape against her teeth… making Trixie flinch and withdraw ever so slightly.

“S-starrrrr…. I’m… something is…. cominNGGGH!” Trixie moaned out. She felt something new. A tension deep in her gut like nothing she’d ever experienced before, even the most powerful of her orgasms. It was like a coiled spring was being twisted and warped in every direction, throbbing with pent-up energy… then suddenly, all at once… it released.

She felt her testicles suddenly pull up toward her new cock and her already ballooned cock head strain against its tight, constraining outer layer of skin as it throbbed even wider, making it tilt upward and an angle. Something hot raced from deep inside her belly, shooting with electric tingles right up through her fat cock, and erupting out of the head of her penis as a wave of overwhelming dopamine exploded through her nervous system in orgasmic fireworks.

“FUUUUUUCK!” She grunted, squeezing Starlight’s head tight in her pleasure-contractions as she came.

Starlight had Trixie’s cock half-wedged in her muzzle when it began to shoot, the flare aiming up at the roof of her gaping mouth. She felt four hot short splatters of Trixie’s stallion-cum spatter against the roof of her palette with enough force to spray droplets messily out the side of her mouth, before the blue-mare’s orgasmic ejaculations began to lengthen into more steady long ropes of batter.

“Fuuuuck…. Fuck…. Fuck…” Trixie grunted, through strained clenched teeth. Each invective was timed with one of her involuntarily shudders, which would send a new rope of cum flying from her new cock.

Starlight pulled back from the erupting volcano, copious amounts of overflowing seed spilling from the sides of her mouth - the portion of ejaculate that she had been unable to swallow due to Trixie’s surprising volume. But, even though the penis was free from her gullet, it continued to launch thick ribbons out in impressive arcs that landed wetly across Starlight’s face… in her mane… against her floofy chest… making her nose drip with sticky cream.

Starlight lost count after the fourteenth shot, but it was only a few seconds later that Trixie’s cursing grunts became contended mewls, and her bursting cum shots became beads of leftover batter, sliding down her still rock-hard, throbbing shaft in thick clumpy globules.

Trixie slid off the hammock, landing on the wooden floor supine, panting and gasping for air as she lay flat as a pancake, only her rigid member standing proudly in the air. Starlight giggled slightly at the ridiculousness of the situation, with the coursing globs of cum, it was almost like some absurd flagpole which had raised the white flag of surrender: showing that the spread-eagled mare had fully given up.

“Feel better, Trixie?” Starlight asked, pausing to lick her lips of the dripping foal-frosting that was trickling down her face.

“Hngghh...n-no….” Trixie grunted, lifting a hoof weakly from its spot on the floor.

Starlight frowned, igniting her horn once again to undo both hammocks. She skillfully dismounted from her suspended seat as she unlatched both hanging beds of fabric and rolled them up, moving them out of the way to clear the central area of the still somewhat cramped wagon. “What’s wrong, Trix?”

Trixie propped herself up onto her elbows, drawing every bit of her regathering strength to do so. She spoke through a messy, sweaty tuft of mane that had fallen across her face with exasperated groans. “I-I d-don’t know… that felt… huf… huf… amazing... like releasing a rubber band.... B-but…” Trixie’s eyes flashed downward toward her nether region. “My… uh… p-pussy is still aching… even worse then before… and…” Trixie blushed and looked to the side, trying to avert her gaze from Starlight, before whispering something under her breath.

Starlight trotted a bit closer to her exhausted friend, still laying on her back. “What was that Trixie? I didn’t hear you.”

“I-it’s embarrassing.”

“Trix. I just sucked your cock...”

“It’s j-just… my uh… cock is aching even harder now… it’s like this thing has a mind of its own! And w-well... “ Trixie blushed again, turning her head the other way so she couldn’t see Starlight’s face before once again muttering something.

“Trixie!” Starlight stamped a hoof. “Tell me!”

“OK! Fine… I can… smell you.” Trixie growled out, still refusing to meet Starlight’s eyes.

Starlight blushed, her cheeks puffing as she became awkwardly aware of her own plot. Her tail was halfway raised and she'd become dripping wet down below. The excitement of what she'd done to her friend was having a powerful effect on her.

“S-so? I can smell you too, y’know…” Starlight replied.

“Not like that… I can smell you.” Trixie grumbled. “Like the way I could smell Big Mac after a hard day’s work in the apple orchard in the springtime,” Trixie continued as she turned her blushing face away. The heat of her embarrassment continued up into her ears, betraying the blush she was trying to hide.. “I… my dick… it wants to f-fuck you…”

Starlight sat down, stunned. Her mind raced with a thousand thoughts. Everything seemed to be moving so fast. She knew that was really hard for Trixie to admit aloud, and her response had to be delicate. Precise. She knew this, yet no answer came to her. While agonizing over what to say, Starlight’s eyes lingered on the fat blue shaft of Trixie’s cock, still pulsing in the air of the wagon. She hadn't planned any of this. Yet the truth of it was as thrilling as it was frightening: they'd become romantically entwined.. Is this what she really wanted?

Starlight looked up at her best friend, the one she loved so much. The plucky showmare was blushing cutely while making a point of grumpily looking away from her… doing everything she could to keep her pride, even as she panted with lust-exhaustion and asked to be physically one with her.

“D-do… do you want to go all the way with me, Trixie?”

Starlight wouldn’t have thought it possible for her friend’s face to go any redder… but a flourish of deepening crimson proved her wrong. The poor mare's prideful fluster stilled her tongue, and she could only nod in answer to Starlight's offer.

Brimming with joy at her friend's consent, Starlight laughed internally at just how adorable Trixie was when caught in such impossible situations against the tyranny of her ego… ‘Hell yes I want this.’ Starlight admitted to herself.

Trixie was still trying to focus on a point on the wagon wall as she heard Starlight’s hooves moving softly on the hardwood of the floor. She wasn’t sure what was worse: this damned heat… or the embarrassing confession of her feelings for her best friend. The burning in her pussy, balls and cock was about on par with the burning in her cheeks.

“Trixie.” Starlight called from below her. “Trixie look down at me, I want you to see this.”

Trixie turned her head to look down her supine body, and watch she saw was absolutely stunning.

Starlight was straddling her hips with her rear-legs, one hoof on either side of her pelvic region… while her arms rested between Trixie’s spread-eagled legs, leaving her hovering in front of and above Trixie’s erect cock.

In this ‘reverse cowgirl’ position, Starlight had a chance to show off some of her best assets. The unicorn’s plump ass-flanks framed her amazing plot. Trixie’s mouth fell open slightly at the sight of Starlight’s purple tail lifted high up in the air, her dock flagging stiffly to reveal her best friend’s tight, plump ponut… and the treasure beneath.

Slick lips of dark purple, blood-engorged mare-flesh pressed against one another firmly, making a set of pursed cuntfolds, connected at one point by a gossamer strand of Starlight Glimmer’s sticky marecum. Nearer to the bottom of the lips, they parted slightly, revealing a hot-pink boiling interior, which made Trixie’s cock snap to an even more rigid position of attention. The lips were parting because Starlight’s clitoris, a fat lovebud of aroused pleasure, was peeking out, quivering and sliding in a quest for attention.

This mare was ready.

“Oh… S-starlight…”

Starlight looked over her left shoulder, one of her eye’s meeting Trixie’s, betraying the smoldering lust within. She was wearing a playful grin, which became even more playful as she bit her lip and ignited her horn to grasp her best friend’s new cock, and carefully guide it toward her plot.

Both mare’s quivered and let out pleased gasps as their hot flesh touched for the first time, the underside of Trixie’s sensitive glans pressing against the smooth patch of skin between Starlight’s cunt and tailhole. A momentary adjustment of Starlight’s magic, and Trixie watched with groaning wonder as her new penis slipped downwards, pressing against the top of Starlight’s folds, piercing into her body. Trixie’s hips raised off the ground instinctively.

The resistance she felt was immediate, like trying to push a carrot into a mare’s lips that were clenched shut - Starlight’s strong and tight cunt was having trouble admitting her girth.

“B-buck… you’ve got a fat cock, Trix… y’know that?” Starlight grunted through clenched teeth, before she started to let more weight rest on her hind legs, sitting back with her plump bottom into Trixie’s groin, impaling herself on the mottled blue-pink shaft.

“Ohh…. buuuuuuck….” Starlight hissed out, as Trixie’s hot, fat head popped into her marehood and began spreading her insides out, plumbing her depths. It had been a while since she’d had sex… and this was making her feel like a high-school filly again, a strange mixture of burning pressure and pleasure as her best friend throbbed inch after inch into her.

Halfway down Trixie’s thick shaft, Starlight felt the larger medial ring jam against her clenching inner tunnel, jamming the whole of her pussy up and smushing it against her ponut. She felt a pair of hooves push into her plump flanks, massaging them in and out with varying intensity, increasing and decreasing the pressure on the penetrating cock shaft.

“Y-you’re so… beautiful…” Trixie whispered, through grunting groans.

Starlight giggled slightly, still looking over her shoulder at her intimate friend. “You’re beautiful too Trixie… and…” Starlight wiggled her plot slightly, grinding and shifting her internal love tunnel with a purposeful waggle of her hips, “...you feel amazing… I’m… I’m going to move now.”

Trixie nodded silently.

Starlight turned her head forward, grimacing in focus as she began to take weight back off her powerful hips, slowly sliding up Trixie’s shaft as she stood up. The tightness of her pussy and the thickness of Trixie’s cock meant that the action merely ‘stretched’ Trixie’s cock at first… before it began to slowly slip out.

Trixie mewled, torn between the feel of less of her organ being buried in twistingly tight unicorn-snatch… and the impossible feel of Starlight’s velvet tightness drawing along the entirety of the cock still stuffed in her. She watched, drooling slightly at the sight of her friend’s pussy swelling and spreading as her fat flare approached the cuntlips from deep inside Starlight, plumbing out a small trickle of their combined sticky juices.

Then, just before her head could pop out of its perfectly snug confines, Trixie heard Starlight give a contented groan and begin to sink back down, reversing her direction and letting the inches she’d just removed begin to slide back into her until she once again reached Trixie’s medial ring, which refused to be so easily crammed into Starlight’s tight slit, instead pushing the whole of the pastel-pink plot up against the underside of the quivering ponut.

“B-buck!” Starlight whispered, as her pace began to pick up, sweat starting to build up on her forehead and in her fur. Trixie was definitely the thickest cock she’d ever taken, and she’d never felt so… full before. The pink pony suddenly tilted her head upwards as a shock of electricity lanced through her body, starting in her loins and spreading out like little fingers of tree-branches to each of her extremities. Her clit winked in and out her marehood, bumping excitingly over the fat medial ring it was grinding against.

“T-t... Trixie!” Starlight groaned out as she came on her friend’s dick, still managing to pump up and down on the shaft, clenching tightly with her hooves on her friend’s thighs. She felt a release of gushing liquid she didn’t even know she was holding back, splattering with obscene squelches as she covered her best friend’s balls with her orgasmic juices.

Trixie’s nostrils flared as the wagon filled with the smell of Starlight’s culmination. She grunted with the sudden erratic and chaotic convulsions of powerful inner muscles throbbing and milking her cock. She had just made her best friend cum… from her dick! An absurd feeling of pride filled her chest, and she shifted her hooves to Starlight’s hips as they continued to fly up and down in a desperate pace… and she began to pull down and thrust upwards, slamming with her strength into her friend’s pussy.

“Unfgghh…. Tr-... huff… Trixie!” Starlight moaned, her head throwing back again in wild passion at the feel of her friend trying to stuff her thick cock deeper into her body. “Y-y... yes!”

Trixie moaned, clenching and humping harder, willing the squelching cunt racing up and down her cock to take more of her shaft, using all her muscles to slam against the poor, tight little pussy… trying to get it to accept her ring and remaining fat base… and then… it did…

With one particularly powerful thrust, Starlight’s marehood finally gave up, straining and stretching over the fat bulge, instantly sliding all the way down to the base of Trixie’s cock with a wet *SPLAT* as their bodies joined together completely in the puddle of juices that had pooled on Trixie’s groin.

“OH SH-SHIT!” Starlight moaned. “I’m cumming AGAAAAIIIN!” She squealed, no longer pumping, only able to hold herself in place against Trixie, her body limply letting all its weight rest on her… her eyes rolled and her tongue lolled out: the only muscles firing in the mare’s body were in her powerful vagina, as it spasmed and milked the fat blue penis lodged all the way against her womb.

“F-fuck!” Trixie groaned as well, leaning up as she yanked down with all her strength, feeling something inside her boiling up again. “...so am I! Sssssstaaaaarliiiiiight!”

Trixie felt her flare expand and bulge inside Starlight’s tight cunt, bulging out her lowery belly as it stiffened and tilted, preparing to deposit its long-awaited load… before it exploded.

Thick splotches of batter spurted in rapid succession from Trixie’s cockslit, pouring into the womb that was being mashed against it in a well-timed set of orgasmic, convulsive, kisses. Each ejaculation came with a desperate thrust from Trixie, as she followed the biological imperative tied to her new organ: inseminate.

Thick streams poured into Starlight’s uterus, sloshing into her as Trixie emptied her heavy balls once again. Starlight’s mind recovered enough from its powerful orgasm to sense the feeling of warm expansion filling her, completing her. One of her shaking hooves came to her belly, as she felt it growing ever so slightly under the internal pressure of a totally cum-stuffed cunt.

“Oh Trixie,” Starlight breathed, unsure if her still grunting, thrusting friend could hear her. “You’re filling me…”

Starlight felt Trixie’s hooves slide weakly off her hips, slumping to the ground, heard the wet thud as Trixie’s sweating body impacted with the floor… and felt her friend’s cock finally begin to slow its ejaculations to a trickle inside her. Almost immediately, the rigid pole that she had been embedded on melting away, shrinking and withdrawing from Starlight’s body as Trixie’s new penis softened and shrank.

“Trix… Trix!” Starlight called to her friend, who was still gasping and shuddering, “look Trix… you don’t wanna miss this…”

Trixie struggled to lift her head up, glancing down her chest at the perfect pony plot resting on her belly, the purple tail swishing happily… and the sticky messy union of their bodies, which already had a small burble of white cum escaping from where Starlight’s lips couldn’t squeeze tightly enough to her shrinking cock.

Trixie’s eyes went wide with wonder as her cock finally sprang free with a nasty, obscene *POP8 followed by a gushing waterfall of her cum spilling down over her sheath, pouring over her belly and off the sides of her hips and over her marehood in secondary cascades as what must have been a whole gallon of her batter continued to pour from the top of Starlight’s cunt.

Underneath the thick white coat of ejaculate, her new penis continued to shrink and shrink, as her balls retracted to meet the now tiny sheathed sausage… before all three organs disappeared entirely under the large puddle of cum… vanishing entirely.

Trixie smiled goofily up at her friend, who smiled fondly back, before rolling off her friend exhaustedly, through one of the puddles of cum, straining to twist around and flop onto her back next to her friend with a contented sigh.

“Starlight…?’

“Yes, Trix?”

“I… lo-...uh… thanks.”

“I love you too, Trixie.”

Trixie smiled and reached one of her fore-hooves over to squeeze one Starlight’s. This was a great road trip.

A moment later, this perfect harmony was shattered.

Trixie’s face went from a lazy, groggy smile, to one of screwed up frustration and concentration, her dripping, soaked butt lifted off the wooden wagon floor as a powerful wink roiled through her… and her angry and ignored marehood made itself known once again.

“Ughhh…. Oh Celestia, Starlight…” Trixie moaned, having clenched her friend’s hoof throughout the convulsion. “It… it didn’t work… if anything I’m feeling more desperate!”

“What?” Starlight asked, an eyebrow raised. “How the hay are you not sated yet? A single hoofjob always works for me!”

“Well it didn’t work for me, Starlight!” Trixie snarled, “Ugh, it’s like all that burning need to fill something has been replaced with a need to be filled!” Trixie shut her eyes in frustration, rocking her hips pitifully back and forth in the mess of the floor.

Starlight looked over at her friend with concern, feeling the shared pain that most mares have experienced: of a desperate, unquenchable heat, which can only be relieved with the most primal of antidotes.

“W-well Trixie… I do still have that spell…”

“We JUST… unghhh…. Tried that!” Trixie gasped, another wink wracking her.

Starlight shook her head… “No Trix… I’ll cast it on myself.”

Trixie stopped writhing, as she realized what Starlight was offering. She turned her head to look at her friend, as she thought about what they had just done… the organ that her body was craving… and the image of her friend wielding what her pussy desired more than anything else in the world. She blushed slightly, ashamed at how hot her desire was burning… then whispered one word.

“Yes.”

Starlight rolled over, finding her hooves and lifting herself to all four hooves. With a little grunt, she shakily lifted herself to her two rear hooves, bracing herself against the side of the wagon as she wobbled upright. One of her hooves traced down her side, brushing over her slender crotch-teats and their engorged nipples. The edge of her hoof found its way to the protruding, swollen nub of her dripping pussy, still leaking a slick mixture of batter and nectar.

“What are you doing?” Trixie asked, as she gathered herself, moving up into a sitting position.

Starlight grinned with a bit of an embarrassed smirk. “I… I like to watch when I… add it…” Her horn went from a dull glow to a bright cast once again, the powerful beam lancing out in a throbbing arc as before… only now instead of slamming into her friend, it curled back upon her, forming a twisting half-circle that impacted with her lower-belly.

“Hnggggh!” Starlight grimaced aloud, as the spell began to take effect, thrumming potent thaumic energy into her nether region. After a final pulse of spell-energy slipped into her, Starlight’s spell finished, leaving the lingering smoke trailing from the end of her horn. “Any… second… now…” She whispered, looking down at herself

Trixie watched with wonder from her new perspective as she saw the same thing that had just happened to her take place on Starlight’s body. A twisting shudder of muscles - skin rippling and shifting… three small beads of flesh starting to form… then enlarge… like really enlarge… like a LOT. The pastel pink balls quickly grew past the point of large chicken eggs quickly hanging down lower than where Trixie’s had… and getting larger as well… almost the size of apples from Granny Smith’s orchard… huge, plump orbs of throbbing stallion-ness…

And her cock.

Trixie’s eyes traced up from Starlight’s massive balls to watch the huge sausage spill out in growth. Unlike Trixie, Starlight’s ministrations on her marehood made the new penis unfurl into an erection, spilling from the expanding sheath in a dark, purplish pink sausage that got fatter and fatter.

Drooping at first like a banana toward the floor, Starlight looked down with heated arousal at her growing cock. This was always her favorite part to watch. The fat head began to separate from its flaccid, collapsed hiding spot… the medial ring becoming apparent as blood throbbed into her big pink cock. The banana began to straighten out, the trajectory of her penis angle changing as it was torn between the force of gravity pulling it earthward and the inflation pulling it up to her belly.

With a little slap, her expanding cock finally whapped up against her belly, already the same eight-inch length that Trixie had maxed out at… but it was still growing. Starlight moaned lightly, biting her lip as the huge organ stretched and inflated larger… ten inches… then twelve… and still straining and sliding up her front side, leaving a little train of wet fur as it dragged upward.

Trixie’s mouth was hanging more and more open as she watched her friend expand. Her silvery tail thumped happily of its own accord. The thick meatus of Starlight’s fat cockhead seemed to be racing up her body, passing her bellybutton and leaving it behind as she surpassed fourteen inches… then fifteen… finally maxing out at sixteen MASSIVE inches in size. The flare of the dark-pink beast reached up to Starlight’s ribs!

“Unnggh…” Starlight groaned, her hoof dragging up from her marehood, sliding out from under the heavy curtain of her new scrotum to play with her shaft. “A... …. Th-there…” She moaned out as her cock throbbed three more times, no longer expanding in length, but in width. Her cock head getting frighteningly larger, and all the shaft below following suite, threatening to make the skin pop with the pressure of her fullness.

Trixie’s mouth hung halfway to the floor as she took in the sight of her transformed friend. That wasn’t a penis… that was a stallioncock! It was like Hoof’ar in her dreams! No… larger! The flare was easily the size of her hoof… and the whole thing was about the length and thickness of her forearm! Her eyes traced down Starlight’s beautiful pink shaft, drinking in the eclectic mix of feminine and masculine. The veiny throbs of the impossibly fat base which tapered to a pronounced ring about a third of the way up… before fattening again with only a single massive vein… then running into a hugely pronounced ridge, complete with knobby little protrusions… followed by a smooth head, broken only by a large cock slit.

“What the HAY is THAT!?” Trixie stammered, pointing at her friend’s huge penis. “Wh-why are you so much bigger than I was!?”

Starlight blushed a little bit and shrugged. “I… I’m not that much bigger… maybe just a little longer... “

“It’s TWICE the size of mine!”

“It… it’s not a contest! They come in all different shapes and sizes!”

“Trixie did not have a SMALL stallionhood!” Trixie whined..

“I didn’t say you did! You were really thick!”

“D-don’t patronize Trixie!” She huffed, crossing her arms. “I can clearly see your MONSTER is far girthier than Trixie’s. It must have been you having more practice with the spell on your own body…”

“Actually, the spell isn’t affected by practice or energy input as it just draws out the natural latent si-”

“YES. That must be it… you poured more energy into your own spell. That’s how you got your huge manticore-dong.”

Starlight’s face fell a little bit. “It… it’s not a competition Trixie… size doesn’t matter, like they always tell stallions.”

“Size doesn’t matter!?” Trixie huffed, pointing at the huge, bobbing organ, “you’re not the one that is going to put THAT into her marehood! That’s just something they tell stallions to make them feel better! It’s not fair! Trixie would be the greatest, powerfulest, and girthiest stallion in all of Equestria!”

“I don’t understand… are you upset that I’m too big, or that you weren’t as big…?” Starlight’s face fell even more, now feeling a little hurt and scared. The confidence she’d felt only a few moments before to share this form with her friend was suddenly replaced with vulnerability - was she a freak? “Do… do you not like it? I… I can dispel it… I’m s-”

Trixie shook her head rapidly, as she stood up. “No! No… Trixie....” She blushed, her cheeks puffing out a little bit as she looked off to one side, uneager to look at Starlight as she made yet another embarrassing admission that evening… “Trixie… no… I was just a little insecure… jealous... “She turned back toward Starlight with a sultry look of lust over her features. “I… really like… your amazing cock…”

Starlight’s frown slid back into a smile. “Th-thanks…”

“It’s… so big… I’m honestly a little nervous…” Trixie laughed, then tilted her head. “Can… can you actually reach it with your mouth?”

Now it was Starlight’s turn to blush and puff her cheeks out. “T-Trixie! I would n-never… even try… th-that…”

“Yeah, right.” Trixie shook her head unbelievingly before taking a step forward. “I know you too well Starlight Glimmer, I’m sure you’ve tried.”

Starlight blushed even deeper, then looked down her chest, the fat pink cock bouncing just below her breastbone. Craning her neck down with surprising flexibility, she brought her muzzle to just a few inches shy of the fat flare. She paused for a moment to look up at her friend, then shyly extended her tongue, easily reaching the glans of her own cock, lapping a long lick across the top to scoop up a bead of her own pre-cum in her cute little muzzle.

“Holy Celestia’s teats...” Trixie whispered, in awe. “I thought you said you’d never given a blowjob before…”

“S-selfies don’t count!” Starlight blushed, pulling away from herself.

”No wonder your licks were so good.” Trixie looked at her friend’s face briefly… before taking in the whole of Starlight’s massiveness again. “I… you can lick yourself... how the hay am I going to… I don’t know if I….” Trixie’s face was starting to twist into one of fear.

“Trix… Trix!” Starlight called, trying to snap her friend out of it. “Come here…” Starlight smiled kindly, extending her arms wide for a hug.

Trixie reflexively stepped forward, accepting her friend’s offered hug tentatively at first. As soon as they made contact, Starlight pulled her in closer, hugging her best friend tightly to her with love. Trixie returned the hug, neither paying too much attention to the thick sausage of flesh pinned between their two furry barrels, both content to simply enjoy the physical comfort and reassurance of a pony-hug.

After a moment of reassuring squeezing (during which Starlight may have enjoyed the feel of her friend’s fur grinding into her cock’s underside a bit too much… and Trixie may have bumped her hips against her friend’s fat, hot balls on purpose), Starlight twisted her head, resting her forehead intimately against Trixie’s forehead, careful to keep their horns from touching.

“Trixie… you don’t have to do anything you’re scared of. I just want to help you. If this doesn’t work… we’ll think of something else, OK? I’m here for YOU Trixie. You’re my best friend... I… love you.”

Trixie felt tears forming at the corners of her eyes… felt her head start to twist and her mouth part… started to lean into the deep pools of Starlight’s lavender irises… to drown herself in the perfection of intimate comfort with the unicorn. “S-Starliight… I… love you too…”

Trixie and Starlight both closed their eyes as they met in a passionate kiss. At first, just lips touching one another, with little puffs of air from their noses causing ticklish gusts to wisp across their faces… and then as lips parted and tongues became involved, heating up and becoming insistent… needy… thirsty.

Hooves began to shift and explore, tracing up and down the small of each mare’s back… coaxing the small hairs on the back each other’s necks… reaching down and behind to poke and prod at one another’s flanks. All the while, their two tongues playfully explored and tussled in a never-ending kiss… replete with moaning exhortations, lost down the other’ throat. Their grinding, pressing kiss ground Starlight’s cock against Trixie’s chest, eventually making Starlight moan with pleasure, and one of her knees buckle.

Trixie carefully guided their playful collapse to the wooden floor, whether they continued to make out, rolling and squirming with muffled laughs through the drying, sticky artefacts of their earlier lusty union.

Trixie could feel her body heating again, begging for more. Her marehood was furious at the world now. Angry that it had been ignored for so long, given little snippets of attention without real satisfaction. Trixie felt Starlight shudder against her as her cockhead snagged against her soft fur then sprang free, making her moan. Starlight was in agony too… they both needed this… she wanted this… screw her fear! She was a showmare! She was the great and powerful Trixie!

She pushed Starlight’s shoulder back a little bit, finally breaking their minutes-long tumble. Starlight pulled back slightly, gasping for air before asking her friend.: “What? What’s wrong?”

Trixie smiled. “I… I’m ready… I want it… I want… you.”

“Are you sure, Trixie?” Starlight asked.

Trixie nodded, rolling away from Starlight. Onto her hooves and standing up slowly to all fours. “I’ve never been surer of anything, Starlight.” Trixie put her hooves up on the window sill of the wagon, dropping her shoulders and lower back down while pushing up her hips, rotating them to present as much of her plot as possible. She looked over her shoulder with a sexy grin as she flicked her tail up and to the side, flagging high and revealing everything to a nervously swallowing Starlight. “Are you sure you can handle the Great and Powerful Trixie?”

Starlight’s face began to burn red as she clattered to all four hooves and looked over at her friend, now fully presenting her ass in the air. Her huge cock slapped up against her belly, arching and quivering with constrained pleasure and excitement as Starlight drank in the amazing sight. Trixie had a fantastically toned, athletic ass from all her years of drawing her wagon. The powerful muscles rippled under a thin blue fur covering her pert buttocks… which framed the cutest, tightest, most delicate pussy. The orifice winked at her three times in rapid succession, Trixie’s smaller-sized clitoris sliding in and out of the tight folds, spattering three sloshes of her cuntjuice to the wagon floor noisily. It seemed in every form Trixie was a prodigious squirter! Each quiver and wink showed just how strong her pussy was, the muscles being powerful enough to make her little tailhole dance and bounce with the force of her clenches.

“T-Trixie… I’ve… never l… as… a stallion…” Starlight swallowed nervously, performance anxiety starting to infect her mind, as she considered the perfection of the in heat, sexual mare before her. Each deep intake of breath filled Starlight with the heavy fog of Trixie’s heat, driving her pulse and heart-rate to higher and higher peaks. The stallionbits underneath her demanded action!

“We'll figure it out together Starlight.” Trixie giggled, her eyebrows waggling. “Now get over here and rut me silly!”

Starlight clambered over, carefully putting her hooves up and on either side of Trixie’s on the sill. She felt her Cock head bounce and shift off the side of Trixie’s flank, before it landed across the mare’s back with a wet slap.

“Oh...oh… s-sorry!”

“Mmm…. don’t apologize Starlight, I take that cock-slap as a compliment.” Trixie giggled again.

Starlight, shifted around on top of her friend, trying not to rest her weight on her too heavily. “H-how… how do stallions…. Do… argh!”

“Just put your weight on me, Starlight… I won’t break…” Trixie laughed, looking over her shoulder at her friend with a smile and a wink, “...yet.”

Starlight lowered herself comfortably onto Trixie’s arching back. She could feel her cock digging into Trixie’s spine just below her curving shoulder blades. She shivered with the sensation… then came to the realization that she was nowhere near putting the head of her dick into her friend’s pussy.

“Uhm… wait… hang on…” Starlight grunted, igniting her horn to grasp her rigid cock and try to reposition it. Quickly she found that she was trying to bend the whole thing in half and maneuver it back to Trixie’s plot, which was back where their hips were currently joining. “Buck… how… ungh… ow…” Starlight groaned, achingly as she quickly yanked her huge cock with her magic backward coiling it like a spring before it slipped over and under Starlight’s plot with the massive restrained energy that had been used to spring it backward. “Wooooah!”

“Oooph!” Trixie squeaked as her Friend’s cock slipped past and slapped up against her belly underneath her.

“Th-there! I’m in!” Starlight huffed out, triumphantly, sweat forming on her brow.

“Uhh… Starlight? Trixie began, before chuckling. “You’re most definitely not in, yet.” Trixie reached one of her forehooves off the sill to boop the head of her friend’s cock, which was now bouncing off her breast bone. “Take it easy Starlight, just relax and have fun with it. Try backing up first so you can see what you’re doing with your… big…” Boop. “Fat…” Boop. “Cock…” Double-boop. “I can wait.”

Starlight let out a little sigh, then took in a snortful of air, filling her lungs with Trixie’s musk. The confidence levels soared in her, helped along by the new sources of testosterone hanging between her legs. Sliding backward, trailing her hooves along Trixie’s lower back, Starlight careful stepped backward until she was standing behind her best friend, fore-hooves gripping her hips for balance. Now her cock head seemed to be in the right place, bouncing just below Trixie’s marehood, rubbing against her slender teats.

“Mmm… that feels a bit warmer.” Trixie chuckled, her folds winking and leaving a little splatter of cum on top of Starlight’s cock.

Starlight swallowed again, drinking Trixie’s cunt-smell out of the air as she looked away from her friend’s sexy face to focus on guiding her cock head against Trixie’s tight blue cuntlips. Maneuvering the two organs together, Starlight groaned out as the top of the slit began to part naturally letting the first half of her huge, hoof-sized flare slip into the magic-mare, before the clenching tightness began to resist any further progress.

“Oh… f-fuck… you’re thick!” Trixie whined, her eyes half shutting in concentration.

“And you’re bucking tight!” Starlight grunted back, already amazed and overwhelmed by the wet heat kissing the tip of her cock.

The motions were inevitable now, though. The stallioncock pressed forward ever more urgently, smushing against the restricting inner-lips of Trixie’s cunt. That cunt pushed backwards, desperately trying to stuff more meat into its void and achieve fulfillment. Trixie’s body sent shuddering winks coursings through her nethers, hoping to get the mare’s body to flutter itself open enough to permit the huge invader… to slip… inside.

“UNnnnghghhhhhhh!!!!! F-fuuuuuuuuuuuuck……” Trixie let out a loud, unending curse as five inches of thick, throbbing, Starlight Glimmercock slid into her tiny pussy, stretching it out in ways she would had never been before.

Starlight was biting her lip so hard that it nearly drew blood, her rear hooves shifting forward with the penetration to get closer to her friend, her forehooves sliding from their spot on Trixie’s hips to the small of her back, as she slowly climbed her bent-over bestie.

The feel of her hoof… even the feel of her magic field around her cock when she’d masturbated herself was nothing... inconsequential… incomparable to the burning, twisting love tunnel of Trixie’s pussy as it molded itself, wrapped itself fully around the first five inches of Glimmer’s fat, pink penis.

“…uuuuuck…. K-k-keep going…. Star…” Trixie breathed out, starting to hump back against Starlight. Her mind was slipping away to the burning desire of her body, her heat… Any discomfort at Starlight’s size, any trepidation at the pony-mare’s massive girth burnt away under the burning desire to be bred. “...fucking rut me stupid!”

Starlight used her new leverage to press forward, sinking inch after inch into her friend with nasty, obscene squelching sounds. Seven, seven and a half, eight… more and more inches disappeared into her friend’s winking cunt, as it grasped and quivered to try to swallow more of her invading penis.

Already, Starlight could feel herself throbbing, pumping, pulsing. Her ears were starting to fill with the sound of her thudding heart. She had never experienced this level of sensation with her penis! The tight, twisting, slick insides of her friend’s powerful pussy were literally milking her, coaxing her to blow! She wasn’t going to last long! She began to buck with her hips, trying her best to time her thrusts with Trixie’s movements.

“Yes. YES! YES!!!!” Trixie moaned, her tail lashing left and right and slapping against Starlight’s grunting, sweating face. “Rut me! Fuck me! Fuck my pussy!”

Starlight obliged, always trying to bury more of her shaft into Trixie… deeper and deeper… ten inches in, then eleven… she had slid all the way to the medial ring… the (relatively) less thick part of the middle of her cock sliding into her friend with ease… even as her hefty cock plumbed deep into Trixie’s stretching vagina, making a bulge appear near the show-mare’s bellybutton.

“Hungh… hungh… f… fuck… fuck…” Trixie grunted and groaned, futilely struggling against the medial ring as she tried to jam it into her body, bouncing back violently onto the big organ. Which refused to go any deeper into her.

“Tr… Trix… Trixie…!” Starlight grunted as well, now also running out of breath. In the course of fucking deeper and deeper into her friend, Starlight had mounted high and higher up onto the blue unicorn’s body, her forehooves were now resting on Trixie’s shoulders. Trixie’s sweaty mane was in her face, the scent of her sex-tousled hair clearly ringing through her nostrils. Starlight leaned down in exhaustion, nuzzling against the back of her friend’s neck.

“Bi… Bie… Bite me… bite me!”” Trixie huffed, each breathy demand coming with her powerful rearward humps.

Starlight lazily twisted her head against the bottom of Trixie’s frothing neck, reaching out with her teeth to take a little nip of the mare’s fur.

“Fuuuuck…. I’m cummmming!” Trixie squeaked, as soon as the teeth pinched down. She felt the hot cock filling her as the epicenter of her orgasm, like the core of an atomic bomb. The lightning bolt of her orgasm before might have been unrivalled in its sharpness… but this animalistic feminine orgasm was unmatched in its breadth… the heat… the spread of pleasure endorphins cascading through her every cell, from the tip of her hooves to the center of her brain.

Starlight felt her cock sink another inch into her friend, the widest part of her cock having finally parted her, spearing her in two. She was almost back to the position she was in only a few minutes before, standing completely over the mare… only now her huge stallionhood was nearly fully buried in her friend… and she was gasping for air as she left the entirety of her body-weight on the orgasming mare’s back, while desperately hanging onto her neck with her teeth. She was so close to cumming. She knew the feeling well from her ‘solo-time’ with the spell. The burning ache building in her balls, her flare throbbing and expanding, her cockslit engorging and forming a little ‘o’ as it prepared to spew forth.

Yet something instinctive in her was saying she was missing something. She hadn’t completed her task…. Then it happened. Her cockhead bumped against the end of Trixie’s poor, stretched out, strained vaginal tunnel. The poor filly’s cunt, try as it might to accommodate the huge horsecock fucking it, had reached its limit… and Starlight was now pressing against the little pony’s cervix.

Something sparked in Starlight, and she reared up, a last burst of strength found in her aching muscles as she hooked her hooves onto the window-sill… then started to buck.

“Star… unf… light?... Ungh!” Trixie moaned out, in confused orgasmic agony. Her pupils had shifted to heart-shaped, cartoonish indicators of her broken mind… and now her friend was starting to thrust harder than before… to fuck her… to pound her…

“Y-... oomph… hngh… unf… unf… unf…UNF… UNF!” Trixie wanted to scream out as the heavy thrusts began to slam her against the sill, but the massive impacts were driving the breath from her. All that could be heard in the wagon now were her grunts, Starlight’s snorts… and something else.

*PLAP* *PLAP* *PLAP* *PLAP* *PLAP* *PLAP* *PLAP* *PLAP*

The wet smack of Starlight’s huge balls slapping against her rear.

Trixie’s eyes rolled back as her orgasm… which still hadn’t subsided, intensified. She felt all her tension and convulsions melting into one cacophony of internal metabolic chemistry… and then something deep inside her gave way.

Starlight’s nostrils fumed in and out and she gasped deep breaths, processing air through her lungs to feed her pounding heart like a champion Wonderbolt trying to break a speed record. She would have whinnied with the intensity of her conquest when she felt her cockhead slip into Trixie’s cervix, penetrating her womb, and sliding the final four inches of her cock into her friend, fully hilting inside her… but she had no breath for it.

She shuddered, wheezing and catching no air at all as her orgasm washed over her, forcing her to clench her legs and press as deep as possible into Trixie as the cascade of biological imperative completed. She was only dimly aware of the moment when her flare blossomed inside Trixie’s uterus like a rose, thickening and wedging itself inside the mare’s belly… before she exploded.

“BUUUUUUUuuuuuuuuuuuuuuuuuuuhhhnnnnggggg…….” Starlight screamed out at first, before trailing off. Her hips continued to jerk and buck as huge, heavy sloshing of cum spurted from her burning cock. Starlight didn’t come in shots… just one unending stream of thick batter, pouring directly into Trixie’s womb like a fire hydrant, the thick balls raising up slowly as they emptied into the small mare.

“GNnnnnnghh….mmmmm….” Trixie groaned and mumbled, her mind a blank except for the raw pleasure of satisfaction she was feeling. It was like she was taking a long drink of crystal-clear water after walking across a burning desert… she knew nothing else except she was being bred, filled… completed by her stallion. Only a small part of her mind was still aware enough to know that ‘stallion’ was her best friend… and new lover… Starlight Glimmer. But that small part was happy.

Trixie’s belly started to grow, then swell… then expand. Starlight might not have been quite as prodigious as Trixie when it came to volume of pre-cum… but she was no slouch when it came to the final product, and as the last vestiges of Starlight Glimmer drained into her marefriend, the showmare was looking like she needed to take an 11-month hiatus from her tour.

Starlight and Trixie barely registered the massive balls and cock swiftly shriveling, shrinking, and vanishing as the spell completed. Neither were fully aware enough to hear the loud *POP* and splorch as Starlight’s cock came free from Trixie, leaving a torrent of white cream pouring behind it in its wake.

Trixie’s legs finally gave out, unlocking at the joints and making her collapse with all of Starlight’s weight on her in a heap on the floor. The pressure of the mare on top of her acted like a balloon on Trixie’s swollen belly, squirting more cum from her sloppy marehood comically, though both mares were still too caught up in the high of post-orgasmic bliss to notice. Starlight somehow slipped off her friend, landing on her side next to her on the floor.

Instinctively, both mares snuggled together, rejoicing in each other’s proximity… each other’s body heat… the cadence of their breathing… the thump of their racing hearts… the soft-goofy smiles… as both exhaustedly drifted into sleep…

Starlight had gotten up first the next morning. Unsticking herself from the floor and her friend had been a rather disgusting affair (fur really gets matted down when it gets wet and sticky).

She went outside to summon a small magical shower to clean up, and get a campfire started to make some breakfast.

While going about her work, her thoughts turned to the previous night. She was struggling to come to grips with it. How would things go now with Trixie, her best friend… her lover? Would everything be the same? Would everything be different? Each seemed terrifying. She stirred the oatmeal with worry for the future - she was finding that she was dreading Trixie’s awakening and inevit-

“Mornin’” The door to the wagon banged open. A grumpy looking Trixie stepped down the stairs. She was wearing a night robe but was still covered in the sticky, dried juices of the night prior. Her hair was a comical mess of sweat and… other things. She sat down with a grumpy plop at the outdoor table, ladling a spoonful of Starlight’s oatmeal into her bowl.

Starlight swallowed nervously… her mind racing… what did this mean? How did they stand? Was Trixie angry at her? Had she ruined their friendship? Were they lovers, or friends… or enemies…

Trixie stopped inspecting her spoon for a moment then looked up at Starlight. “I just have one question, Starlight…”

“Y-yes, T-Trix?” Starlight asked, nervously, dreading what might come next.

“If Twilight cast that amazing dick spell of yours on herself, do you think she’d be bigger than I was? ‘Cuz I bet you I’m WAY bigger than she’d be.” Trixie finished her statement with a sense of smug self-assuredness, turning up her nose before taking another bite of her oatmeal.

Starlight burst out laughing in relief.

“What? C’mon Star, you know she’d be teensy-weensy.... What’s so funny!?”

“Nothing Trix… I just love you is all…” Starlight finished laughing.

“I know! How could you not?”

Starlight sighed, whatever they were, whatever they had to face… they’d face it together.