Author's Notes:

Done for the VorePone's Discord artjam, OC potluck

Behemoth, a huge changeling, and his smaller brother, Amaz, wander Equestria after rejecting Thorax. On this day, their meandering brings them to Ponyville, where Amaz finds themselves a hearty meal.

Fetish Checklist:

ONE: semi-macro (Behemoth), facesitting, scat & watersports, humiliation (Behemoth/Amaz)

TWO: [N/A]

THREE: suddenly gay, suddenly sub, semi-willing/implied mild mind control (Big Mac), frotting (Moth/Mac), semi-hyper urethra play & cock-fucking (Mac/Moth), spitroasting (Moth/Mac/Amaz), slight cum inflation (Mac)

FOUR: oral vore (Moth/Mac, Amaz), playful sub-shaming (Amaz/Mac), melty digestion (Mac)

- - - -

ONE

Anypony—Anycreature (even a changeling) would find it a normal scene: a traveling stallion (his appearance unimportant, for he is not long for this world) dragging his wagon down a road through the woods. Slowly, on this day, the woods turn to farmland, although it is a very subtle change, for the farm the stallion comes upon is an orchard—apple, to be specific. Looking over this sign of civilization, his eyes darting more suspiciously than the apparent situation would call for, he pauses, his hoofsteps now leaving the sounds of nature, yet present, to dominate the ears.

“Well, here we are,” the stallion announces to the thin air, before he turns away from the orchard to pull the wagon through the woods yet on the opposite side of the road; the woods are thin with trees wide apart enough to admit the wagon without trouble, but it’s hardly an easy ride.

“Ooof!” comes a voice from the wagon. “‘Here we are’, where?” it—he demands.

The stallion lets out a long-suffering sigh. “If I knew, I’d’ve said that instead of ‘here’, not that you need to know in the first place, Skullbrain.”

All of a sudden, the wagon was entirely engulfed int green flames, and the stallions eyes widened. A split second later, and flames seem to extinguish themselves, only now in the wagon’s place is a giant changeling. Before the stallion could react, the shafts on his sides, which had become the changeling’s forelegs, grabs him, flips him onto his back, then shoves him underneath the monster, and the beast’s huge behind coming down on his head cuts off his yet-wordless scream.

Sitting there, apparently alone for his tail covers the stallion’s rear half, the changeling looks most satisfied with himself, eyes narrowed from joy as a rumble like boulders—a chuckle—comes from deep within.

Even those ponies who had been in Canterlot for the invaded wedding would have some trouble processing the idea this is suppose to be a changeling. Even sitting as he is, the tip of his horn threatens to break through the canopy, and even as huge as his jaws are, Celestia herself wouldn’t be able use her horn to tickle under his chin. The thickness of his legs match, and in a few cases, surpass, the circumference of the trees around him. -And under his bouncing, laughing belly is the grand evidence of his maleness: Even in its current flaccid state, its length simply cannot be contained by the sheath, which, defeated long ago, has bunched up in thick rolls at his crotch. Behind this would hang his testicles, though now they lay on the ground, barely fitting between his hind legs, each the size of a pony’s head—perhaps a bit larger.

His name, suitably, is Behemoth.

Another flare of green flashes, barely, from beneath the changeling’s tail, and a couple of black, holed hindlegs kick at the hairs, only, unknowingly to the “stallion”, getting their strands caught in the holes. Muffled shouting comes, though the larger changeling ignores it, closing his eyes completely now as he hums contentedly.

Once satisfied his little(r) brother’s slight has been payed, he stands, but the now-revealed second changeling, Amaz, is dragged up by the tail-hair in his legs. Worse: his muzzle has found itself shoved into Behemoth’s anus, a fact that had not escaped Behemoth. Placing forehooves onto Behemoth’s buttocks, Amaz attempts to push himself free, and although Behemoth flexes his anus to hold him, the donut of muscle is simply too large to keep a grip on something as small as a muzzle—the ring being so wide that a pony’s hoof would not be able to completely cover it—although the tail is still strong enough to hold him upside down

“Stupid Chitinrot, you- oof!” Amaz makes to scold his brother, but Behemoth flicks his tail, swinging Amaz around and causing his face to smack against Behemoth’s thigh. “Clumsy ‘Moth, we’re still too close to the road! Your fat ass is gon’na get us caught!!” Struggling with his hooves caught in Behemoth’s tail for a few seconds, he punches his brother in the gaskins, though with the thick armor-like chitin of the giant, Behemoth wouldn’t even be able to tell he’s being hit without Amaz’s grunts of effort and clapping of chitin-to-chitin.

Behemoth rolls his eyes at his brother’s “Amaz-antics” (he’s far from the cleverest or wittiest changeling), but decides he must heed his warning of potentially being spotted by ponies or other creatures—even those candy-fied betrayers… He’s never gotten the chance yet, but it would be very satisfying if he could eventually find out if his stomach no longer identifies them as “changeling”, and thusly melted the neon dung beetles, just like it digests the ponies/prey they’ve befriended.

Only a few steps further in to the forest, and a rumbling comes from within: One of the many disadvantages of inanimate disguises is how it tends to mess with the changeling’s metabolism. However, with his size, even transforming into a properly-sized Celestia would take great strain and unreasonable amounts of love-energy, and even in these more accepting days, a dragon still attracts too much attention, so he’s left with few options.

With Amaz still kindled, and thick chitin muffling the sound, the yet trapped smaller changeling is quite unaware of his brother’s state until Behemoth pauses in his step, lifts a hindleg a few inches, and releases a fog-horn-worthy fart.

“Gah!” Amaz shouts nasally, having put both forehooves to his muzzle, “You better not-… just-… Don’t!” He growls, with both his threats and Behemoth’s to-be infractions terribly implied. Not that the changeling would let those “infractions” fall where they may—particularly if he himself is a potential target, so with a buzz of his wings, Amaz swings himself up by his legs, and uses his sword-like changeling horn to cut Behemoth’s tail, freeing himself.

An ominous chuckle from Behemoth is cut as short as his tail, but to his fortune his shock releases another fart he’d been holding, which blasts Amaz right in his face as he swings past. “Hey!” he grumbles, wagging what little tail he now has, which is so short he can no longer see it around his butt when twisting his head back; before, it would have easily covered his anus with both length and volume to spare, and now it’s left as little more than a toothbrush moustache.

Whipping around with a slap—or what would be a slap to somecreature his own size—Behemoth knocks the pest Amaz has made of himself into a tree, and from there he promptly flops to the root-ridden ground with a pained groan. Dazed, Amaz doesn’t even realize Behemoth rear end looming over him as the giant squats, though even if he did, he couldn’t have escaped with his hindlegs still tied together.

The anus yawns, revealing neon green innards, glowing dimly, and a pony’s skull, facing outward with a grin as if it has been waiting to be released—and released it is. As it begin to slide out with grunt from Behemoth, Amaz flops to the side as he struggles with the hair-turned-bolas, and thus though he dodges the skull itself, the coil of scat that follows flops onto him with a minimal, targeted swing of Behemoth’s hips.

Instantly, the heavy, brown semi-solid, about as wide as a pony’s torso, shoves Amaz into the dirt; under its own weight, it squishes itself into the crevices of his chitin and the holes of his legs, and Amaz even the tiniest of movements not only helps the stinking mass work its way deeper, but compacts along that way. Not that he’ll have much choice soon if he wants to dig himself out instead of suffocating to death.

Of course the beast has ample space in his bowels, sufficient to hold enough scat to completely cover his mouthy brother and then some—probably even two Amaz-es and then some more if he was completely full. As is, he runs his sloppy brown snake up and down, extra thorough. All to soon for Behemoth, it’s over, for such is the drawback of such a wide anus, and at the end is a hipbone, its holes blocked up with harder, dried, compacted crap. A few hard pushes later, and a blast of gas helps finally launch it out, and it flies into the tree hard enough to knock a few still-green, healthy leaves loose. After this, only a few tiny clumps are left to tumble out so effortlessly, Behemoth doesn’t notice them.

When his anus relaxes and closes, Behemoth lets out a sigh that’s like a gust no single pegasus could produce alone. Turning around, he takes a moment to admire the sculpture his digestive system made out of a couple of ponies, with a little help from his brother. Although as it is now, anyone but Behemoth himself wouldn’t be able to tell, as the coils yet collapsing into an amorphous mass yield no hint of the smaller changeling they contain.

In an almost calculated-seeming way, he waits a few moments, and when his internal countdown hits zero, he rears up and puts his forehooves onto the trunk—his skull breaking branches in the way with no acknowledgment from him, no matter their thickness—and his weight bowing the tree down dangerously. Then shifting his weight to one forehoof, he reaches down with the other to grip his penis and aim it over the pile, roughly where Amaz’s head had disappeared.

Sure enough, a mere second after Behemoth lets his stream (really more of a small waterfall) flow, cracks form around an emerging sharp black spire of a changeling horn. A changeling head, barely discernable under the crown and veil of shit, is soon revealed as piss melts the muck away. When this, too, finally ends, an unamused Amaz tentatively opens one eye, only to quickly snap it shut when Behemoth dribbles out a few last drops with a flick of his dick.

Finally, only when Behemoth then steps back and drops to all fours, does Amaz once more open his eyes and then shake himself off like a dog—Behemoth doesn’t seem to mind any droplets of pee flecks of his own crap flying all over, including onto himself. “Well,” Amaz sighs and he climbs-swims out of the pile, “At least I didn’t have to spend a day going through you with all of this this time, but…” now relatively free, Amaz seems to slump with another sigh, but it’s truly a crouch, and with a buzzing leap, he uppercuts Behemoth square on the jaw, and Behemoth only moves an inch, maybe two. “-that doesn’t explain why you did that anyway!!” He screams, and hovering before his brother’s face, Amaz grips Behemoth’s muzzle and attempts to shake it, as if to scold him.

“Can fix that,” Behemoth rumbles, and he pulls Amaz’s thoughtlessly placed forehooves with his tongue. With a wordless screech, Amaz immediately pulls back, but Behemoth already has his fangs hooked into the holes of Amaz’s legs, holding him most effectively. Buzzing around randomly, madly, like a fly in a web, Amaz, in his panic, attempts to kick at Behemoth’s face, but a split second later his thoughts catch up and with a yelp, he practically yanks his own misplaces limbs away lest they be caught next.

Sucking his brother further in, until Behemoth is “kissing” Amaz’s chest, he spits him onto his waste. Amaz, already still mostly covered in poop, is mostly thankful his brother was just joking.

“Alright, alright,” Amaz mutters as he once more makes his way out the localized swamp, “Just hel- just find me some water,” he corrects himself with a grimace—he’d almost said “help me”, like one of those fruitbugs. A few flashes from Behemoth’s horn later, and he point some way, deeper into the forest; this geographical spell is one out of the little magic Behemoth and his ilk excel at, for given their limited transformation abilities, only being able to quickly survey the landscape can hide them from non-changeling eyes in an emergency. Looking back as he follows Behemoth, Amaz looks worriedly at the road still—if barely—visible, and mutters, “Let’s… just hope anycreature who might spot this mistakes it for manticore scat or something.”

- - - -

TWO

Though of course he would never voice it, let alone anywhere Behemoth might hear, Amaz finds the sensation of recently being washed clean of poop oddly refreshing, like flipping the pillow to the cool side on a sweltering night. It is this that makes him smile as he flops onto the riverbank, buzzing and fanning out his wings to help the Sun dry them, and as he shifts around to find the perfect position, little rivulets of water, once trapped, dribble from the cracks between the plates of his chitin, which will soon evaporate, keeping him cool, as changelings don’t sweat. Nearby, Behemoth naps in the shade of a copse, for only the shadow of the four closely clustered trees is large enough to contain him.

A half hour later, and he stands, rolling his shoulders and generally looking ready for action. “So, ‘Moth, you got any good ambush points?”

The bigger brother rumbles out what must be some nonverbal affirmative, though one could only tell by his nod. He points and says, “That way there’s a small cliff. I can drop from above.” Looking, Amaz could indeed see hints of this cliff through the foliage—it’s hard to judge from here, but it seems “small cliff”, according to Behemoth, is about 25 feet high.

“A cliff? -And you’ll jump ‘em from above?” Amaz laughs. “You’re makin’ this too easy for me, ‘Moth! What fun is the lure if it’s as easy as ‘Little Dim Bulb fell down the well again’?” He then chuckles with a shake of his head, only half joking—“easy” means he could potentially lure many ponies at once, and every cubic foot of Behemoth’s stomach filled with pony means one less cubic foot that could be filled with Amaz instead.

-But only half; still, the predator in him, which all proper changelings have, yearns for a real hunt, like the chaos of Canterlot he wished he had seen. How the veterans’ tales ignited grubs’ imaginations!

The two split up, Behemoth towards the cliff to prepare, and Amaz back where they had come. His short journey to the road and into the village gives him no trouble. He still believes neither would his lure give him even twice as much trouble as this, but still he puts off the choosing of his prey for a few reasons: Firstly, his sense of fun for the hunt—finding somepony just might provide some hint of hassle, of chaos, of danger remains irresistible. Secondly, is the potential of running into a pastel traitor and testing Behemoth’s stomach acids on them. -And finally, just the simple pleasure of walking amongst prey, disguised and completely unsuspected, even after the existence of changelings has been so long revealed, still comes with its own sense of pranksterly glee—such stupid creatures!

However, an alien disquiet, source unknown, creeps upon Amaz, slowing his trot and dampening his delight. Only when he comes across an odd rainbow reflection on the ground, causing him to look up for its source, does he realize, or at least comes halfway to understanding: There above the otherwise innocuous town is a giant diamond-like palace of sorts, as if a mis-teleport from the Crystal Empire had left it stranded here in the unsuspecting middle-of-nowhere.

Doing his best to hide his dismay, Amaz forces himself to keep walking and searching, even as he thinks to himself, I’ve got a really, really bad feeling about this place!

Shortly, his wandering brings him to a more open, busy area—some kind of open-air market, it seems. His heartbeat yet troubled, as if he needs to be constantly reminded of the all too likely predicament he’s gotten into, Amaz slows, settling on determining his target here. Nothing really leaps out at him; each pony as blandly unmemorable as the rest, until he crosses a certain stand selling a familiar, popular fruit, which has an orchard very close indeed to Behemoth’s ambush.

-But this isn’t what really attracts Amaz’s attention, no; this is purely attributed to the supposed farmer himself, and it’s easy to guess why. This pony is the third such creature he’s actually had to tilt his head up to look in the eye since adulthood, the first two being Queen Chrysalis and Behemoth—a non-queen pony (for he has no horn or wings) with such size would naturally be expectedly surprising.

Amaz stare is acknowledge with an extra-long glance and small, friendly sort of smile, causing Amaz to guess this pony must be used to such reactions, especially from out-of-towners. The thought helps knock him out of his stupor, and he makes to slip away, to watch and wait for the moment he’s alone—the moment to strike. However, his distraction leaves him woefully unaware of other ponies, and as he turns, he catches sight of yet another pony, though this time for very different reasons: This orange pony currently walking up to the large pony’s stand is unmistakable.

“Applejack?!” Amaz yelps, then immediately dives behinds a convenient stack of boxes some other pony is currently unpacking for their own stand.

The Element of Honesty, not recognizing the voice but also not one to be rude to a stranger, turns around with a, “Yah?” No one around answers her acknowledgment, and she quirks her brow as she waits a dozen seconds for anycreature to reveal themselves. Then, huffing for the bother, Applejack turns back and relieves her brother from tending the stand.

From behind the boxes, Amaz’s training helps him overhear their plans for the big stallion to return to the orchard, and even as he hyperventilates his shocked panic away, his changeling subconscious forms a strategy.

- - - -

THREE

In a seemingly peaceful forest, on top of a cliff, a tree appearing like any other tree stands, except, perhaps, for its unusual size in both height and width. A curious squirrel, having lived on this cliff its whole (if short) life, approaches this tree, which it has never seen before. Climbing tentatively up it, pausing every few inches to sniff around, it eventually comes across a huge knot that had opened up into a veritable cavern of a hole (at least to a squirrel).

Peeking into this hole, it jumps when green fire suddenly flares up all around it, and before the squirrel can even process it is, in fact, not being burned alive, the “floor” falls out from beneath it, letting the squirrel fall into and down a wet tube.

Outside, anycreature who might have witnessed this would not have even noticed the tree-turned-giant changeling swallowing, so easy does the tiny snack slide into his gullet. Behemoth, bored, stretches as he starts to wonder where Amaz is and what seems to be taking so long—but he only wonders, for a proper changeling would never do something so empathetic (more like “pathetic”) as worry for his brother.

Just as he feels the last struggles of the squirrel die away, and he begins to conjure the image of the tree once more to pass the time, Behemoth’s huge predator’s ears catches the sound of hooves on the lightly-grassed ground of the forest floor below. Thus, he quickly switches tacks and transforms into a boulder instead, sitting somewhat precariously on the edge; with his magic he holds himself there, and though this is draining, he won’t have to cast this for long.

“Just- this way! Almost- there!” comes the gasping voice of Amaz’s usual Earth stallion disguise. Their crunching hoofsteps quickly draw closer, and though he can’t see by his ill-thought orientation, Behemoth is certain he only hears two, one having to be Amaz, which means only one prey… Behemoth quickly decides he’ll have to punish Amaz some more for this!

With a quick glance up, Amaz instantly spots the boulder that must be Behemoth. “Right here!” he shouts back at the large red-furred stallion following him.

Big Mac also looks up, but sees nothing notable, except perhaps a huge stone leaning precariously over the edge of the cliff, but no pony in danger, except perhaps Amaz himself, standing practically right under it. “Where is he?” he asks as he trots cautiously closer to the unknown stallion who had led him here to help his equally-unknown friend—something about this is starting to seem seriously wrong to Big McIntosh.

He’s not given much time to contemplate on this ephemeral danger before it strikes, for this is not how a changeling works: A few falling pebbles and flakes of soil is all the warning Big Mac gets before the yet-disguised Behemoth begins to fall toward him.

Instinctively, Big Mac makes to rescue Amaz from under the falling “boulder”, but he, with a strange grin, dodges him and shoves him just hard enough to bounce him towards to cliff. Big Mac makes to brace himself for the potentially fatal impact, but a flash of intense green light makes him look up, and he gapes at the impossibly huge creature- changeling now looking right at him, and those would-be blank eye are staring into him with unmistakably evil intention.

-But in that split second wherein Big McIntosh earnestly believes he’s witnessing his death falling towards him, this is not what concerns him—this is not what occupies his mind. His legs grow weak, and only somecreature with a special eye for colors—such as a changeling—could notice his blush as Big Mac lets himself bounce off the wall that is the cliff, at which his hooves properly lose all pretense of stability and leave him to plop onto his rear. Again, none of this concerns Big Mac in those few milliseconds, as his eyes have locked onto something that he not only never thought he’d ever see, but the very concept always seemed so remote that the idea itself never entered his mind in all his years: A cock larger than his own.

How that neon green sign of masculinity flaps beneath the giant falling changeling! Only further highlighted—as if such a beauty needs it—as it slaps against the equally large testicles behind it! Finally, as if in slow motion to Big Mac, all are beat this way and that by the turbulence created by Behemoth’s very inelegant, nonaerodynamic body.

At first, Behemoth would have been most happy to scoop his prey up, little different than a kingfisher’s dive, but this sudden waft of sexual desire makes him open his wings sooner. A second later, and this pony’s quickly growing intensity only makes Behemoth more sure of his new course of action as he holds out all his legs to land right above their strange catch.

For all his life—for all too long—ever since his sexuality blossomed, Big Mac had never considered he would ever be smaller and weaker than any potential partner; the concept so distant, his subconscious had long dismissed it before he could consciously examine, imagine, and perhaps enjoy the possibilities. Never had the concept of “playing submissive” enter his mind, not any more than the idea of being a professional weightlifter ever enter Rarity’s—the notion simply too remote from anything either of them have ever experienced in those regards.

Now all of these repressed ideas, that Big Mac had never even known he’s been repressing, flood through him with such force, the speed at which his erection grows is almost painful. With daring fueled by this extremely attractive novelty, which is only made moreso by its abrupt presentation, McIntosh leans forward toward Behemoth’s crotch, where his cock and balls are yet to settle from their dramatic and brutal landing. The large pony intends to stop just before touching, but when Behemoth pulls in his legs to adjust his stance, widened for his landing, he inadvertently swings his cock into Big Mac’s muzzle.

Before he even realizes what he’s doing, Big Mac darts out his tongue, and even the harsh bitterness of changeling flesh cannot stop the pleasurable jolt that makes him jump and gasp. This near-ritual acceptance of newly discovered desires seems enough to finally re-widen Big McIntosh’s awareness of the situation he finds himself in.

-And first, he takes in a deep, long breath as he realizes where he’s sitting: right under the huge changeling’s torso. He’d been long aware of his own size, of how most grown ponies could walk underneath his belly with a simple crouch. Mac had never given much thought to this: how it must look to those other, smaller ponies—he’d never thought of them this way before, but only ever thought of himself as “bigger” while they were “normal”, but cannot think of them like this any longer, not when he is the one being made to feel small.

This size of his: it had always presented another problem, and again it is a problem is so unexpectedly experiencing from the other side. Always, with mare, he has been simply too “Big”, and it would never matter how much he or the mare might want it, simple physics would not allow any infraction, even one so small as permit her vagina to accept just a few more inches of his cock. No solution came to him before now, when this changeling appeared and now presents to him with the other side of the coin that Big Mac had never considered to even exist: What if she didn’t need to stretch, but he did? Surely, he could handle it; he is “Big”.

Now standing, having rolled to the side to dodge his brother, Amaz giggles at the sight of the goggled stallion—anycreature who doesn’t know Behemoth might have assumed he cast some beguilement on the unsuspecting pony, but this is far beyond him. (For a changeling like Behemoth, after all, the amount of love energy needed to just to live is such magnitudes larger, that any natural magical skill he might have otherwise had is greatly dampened.) Content to merely watch, at least for now, Amaz sits and grins, slowly morphing from simply amused to lecherous as his cock pokes from its sheath.

Seeing no reaction (let alone any negative sign) beyond the cock before him pumping slightly larger, Big Mac is emboldened to give Behemoth another lick, longer and firmer, from the medial ring and up until Mac’s nose hits the changeling’s crotch. The breath he takes just then sends his mind tumbling with so many deviant desires, all running over each other into a near-meaningless blur, McIntosh only barely catches himself from falling.

Having tucked in his head to look under himself and witness this, Behemoth chuckles, and from Mac’s perspectives, it’s almost the roof a very small house is threatening to be ripped away by a tornado. Changeling pheromones are already naturally enthralling to a mild extent on most other creatures, and many changeling spells take advantage of this, but never had Behemoth heard of a pony reacting so strongly… Could it really just be pheromones, though? Behemoth doesn’t think so, and if that’s true, that can only make playing with this Food more fun.

Before Big Mac can fully steady himself, Behemoth takes a “small” step forward, pressing his cock against the pony’s face until it flops to the side of Mac’s muzzle, letting the balls in turn swing forward. The malleable skin in the crease between Behemoth’s testicles folds around his prey’s nose, completely enveloping him in pure changeling musk, and for a few intense seconds, Big Mac is lost in this, eyes nearly rolling entirely away into white.

However, when McIntosh regains enough of a grip on himself to pull back, Behemoth only pushes his hips forward in a slow, near-thrusting-like motion to keep Mac’s face right in his crotch. Instinctively then, Big Mac tries again, but pulling his head up at the same time as back, but this only pushes his nose deeply into the folds of Behemoth’s vestigial sheath; a breath of this, and he grunts as his own cock surges in size. Eager, now driven by the near-animalistic compulsion inspired by changeling musk, Big Mac sticks out his tongue once more, but with this lick he pulls back a fold of Behemoth’s sheath into his mouth.

First, his nibbles it, encouraging Behemoth’s already-leg-thick cock to begin to truly grow, each powerful heartbeat causing the smooth flesh to rub up and down Mac’s face and neck. Humming appreciatively of the exotic taste, Big Mac then sucks on sheath, drawing more of it into his mouth, but the half-mouthful Big Mac now holds is hardly more than a sliver to Behemoth—this, however, only makes the taunting sensations all the more intense, drawing his attention into that “tiny” bundle of carnal nerves. When McIntosh then rolls this flesh between his teeth, a thoroughly off-guard Behemoth moans (a sound most comparable to a roar), and his cock jumps in size, now stiff enough to stay on top of Mac’s head—where the pony can now closely hear the immense flow of the giant’s blood: very much like ocean waves.

A few more nibbles drive Behemoth into a semi-involuntary thrust, swinging his wrecking ball-sac into McIntosh’s unsuspecting face. Already sitting with a somewhat precarious lean from Behemoth’s earlier game, the pony gasps while simultaneously gripping something-anything with his teeth to prevent his fall—“something” this time being Behemoth’s sheath. The comparatively malleable, even stretchy flap does nothing to help Big Mac as he tilts back and begins to fall. The strength of his prey’s grip is enough to make Behemoth, the Steadfast Wall of Chitin, to gasp and buck again, more intensely, but with less intent; this pulls his sheath from Big Mac’s mouth, letting it shrink back against his crotch, while leaving the pony to thump ungracefully to the ground, belly-up and thus showing off his fully stiff cock, which though usually most impressive, now seems practically miniscule to the point of uselessness next to the yet-ready Behemoth.

Though Big Mac quickly and easily shakes off the minor disorientation of his fall, the sight above him knocks his senses sideways with a new vertigo, and for a tenth of a second he imagines he must have somehow gotten shrunk, as his sister had once been. Again, reality quickly asserts itself, but Big Mac is left still gawking at the black “roof” that bellows with deep, excited breaths and the green rod, thicker around than one of his own legs, pulsing ever larger still!

Only semi-subconsciously does McIntosh consider his actions before reaching up to grip the green, nearly neck-thick rod between his forelegs; if the changeling really cared, he reasons, it could almost certainly crush him (or squish him, more like) as easily as a rotten apple under a wagon wheel. Big Mac then makes to pull the cock against his chest, but when it throbs—growing at least an inch or two across when it does—the twitch is strong enough to momentarily lift Mac off the ground until a split second later as the pulse passes, only to lift him again before he can process what exactly happened.

Hooking his hindlegs onto Behemoth’s cock is then enough to hold it down, at least for now, as Big Mac can now very immediately feel how stiff the giant yet is. Pulling the changeling cock against his chest and belly—and thusly his own cock—Mac humps against Behemoth’s erection, hot and rubbery. Each shove is punctuated by a huff or grunt, until the massive cock finally reaches full hardness a too short moment later: just enough to pull Mac’s rear a mere inch off the ground, but this still cuts off all traction for his desperation.

Taking a second to chuckle at his prey’s primal ignorance to its situation, Behemoth then lowers himself so Big McIntosh is properly on the ground, letting him continue his humping, but Behemoth continues further until his cock squishes against his own chest and belly. Lowering yet further than this, Behemoth begins to press Mac into the dirt, hard enough that he can once more no longer hump properly, causing the desperate pony to whimper out his submissive displeasure. Pressing harder until McIntosh’s breath is forced from his lungs, Behemoth slowly slides himself forward and back in a pseudo-humping motion, rubbing his cock up and down the pony’s underside. This drags Mac’s cock along with his own, forcing it to turn to either side with each backward motion—too stiff to be turned entirely around.

After a minute of being ground into the dirt, Big Mac recalls how he drove Behemoth’s lust before, and takes a gentle bite of Behemoth’s cock, right on a pulsating vein. The power of the whooshing blood within is immediately evident with the giant’s next heartbeat, strength thrumming between Mac’s lips. A nibble, and hiss comes from far above: a breath sucked between clenched fangs—another nibble, and those teeth could have cleanly sliced a pony into three pieces by pressure alone, so strong and tense are Behemoth’s jaws.

A third nibble, and finally Mac’s impromptu dominant relents, but only just enough for Behemoth to lift himself to the point McIntosh can move again, if only slightly. Now Big Mac takes his turn to hump against Behemoth’s cock once more, though with a sprinkle of nibbling to keep the changeling too bothered to continue grinding into him. Realizing then he no longer needs to keep his grip on Behemoth’s cock, Big Mac adds a new tease: holding his legs firm to the sides of Behemoth’s cock, he uses all four rub up and down, squeezing slightly on the way down, and alternating his movements so as his forelegs rub down, his hindlegs are going up, then vice-versa.

Above, Behemoth can’t help but be surprised and impressed by the fervency of his prey’s administrations. With his cyclical rubbing, Big Mac incidentally pulls himself slowly forward, advancing on the wide glans, which seem to beckon him with every pulse—to counterpoint, Behemoth begins to gyrate his hips, thrusting McIntosh back against the ground a “short” distance of a foot or so with each shove, drawing Mac back towards his crotch.

However, in the ever playful changeling way of tricking prey into thinking they can win, which Behemoth has so little chance to practice, he lets Big Mac pull himself onward, inch-by-inch “climbing” himself between Behemoth’s forelegs, where the head of his cock now waits, readily dribbling—almost drooling, as if it, too, is hungry. Once within reach, Big Mac ferociously licks and gnaws the changeling glans, and Behemoth to returns in kind with harsher thrusts against the pony’s underside, driving precum into his fur, where the thin lime-green color of the lubricant is lost in the bright red.

Soon enough after this begins, McIntosh manages to reach the urethra and begins to tease it with licks and kisses; certainly, as with all things about Behemoth, it is far larger than Big Mac would have expected from anycreature. In fact, it is wide enough for Big Mac to stick his tongue into with no resistance—the slick pre obviously helped with this, but no amount of his own precum would allow any other pony to do the same to Mac’s urethra!

-And now at the head of Behemoth’s cock, Mac begins to pull himself back up, though he struggles somewhat as he doesn’t wish to remove his mouth from attending Behemoth. Even through the haze of pleasure, Behemoth notices McIntosh’s efforts and, wanting to see what this unusual prey has in mind, takes a helpful step back. With hindlegs finally back under himself, Mac gives Behemoth’s urethra one last, deepest kiss before rearing up and onto the cock, which is stiff enough to hold up his front half as securely as an old tree’s thickest branch.

Big Mac, however, had forgotten how Behemoth had been lowering himself this whole time, and now, with a playful chuckle, he stands properly again. With a grunt, mostly of surprise but also for the steel hard glans hitting his soft belly, Big Mac is lifted completely from the ground, forcing him to hug the cock lest he fall of as it wiggles and waves before settling after a moment. Once it does, the pony eagerly begins to shimmy himself forward, and this drives Behemoth wild enough to momentarily forget his fragile toy, and he begins to thrust his hardest yet, in circular motions that “help” Big Mac pull himself toward Behemoth’s crotch.

Only when McIntosh’s own crotch hits Behemoth’s glans does the giant remember himself, but this is exactly where Big Mac wanted to end up. Shoving himself back a few inches until his hips hang off the glans, Mac wiggles his erection around trying to aim it as it slips around over the precum-slickened head of the changeling cock. It takes only a few seconds for his cock hit home and “catch” onto Behemoth’s urethra, but to both of them it felt as if it took too long. Still, the pony pauses here for an equally long-feeling moment before he thrusts, and the large pony and larger changeling moan together.

To the side, Amaz has so far been content to watch and play with himself, cock slipped into one of the holes of a foreleg, but now he sees his opening: their prey’s rear. Even had been in any state to sense or care, he wouldn’t have heard Amaz as he prowls towards him. Then, with accuracy worthy of his predator-hood, Amaz leaps forth with a buzz of his wings, landing right on McIntosh’s back, perfectly jamming his cock into the pony’s unsuspecting anus.

With a yowl cut off by the biting of his own lip, Big Mac arches his back, and his first instinct, to pull away, is blocked by the giant cock he just mounted. Then when he tries to pull back, Amaz thrusts him back forward—in any normal contest of strength, Amaz would have soundly lost, but the height of desire Big Mac had never thought possible has left him with an equally impossible compromise. Quickly enough, Mac’s cock reasserts its control, and now with greater vigor, he thrusts into Behemoth’s urethra, and when he pulls back for another slam, Amaz thrusts in turn.

All of this is too much for the stallion in such a novel, arousing scene, and long before he wants to, he sucks in his deepest breath yet of Behemoth musk as his sac pulls up tight—he tries to hold it off, but the next hump from Amaz, pushing him even firmer against Behemoth cock-head, and a he cums. Behemoth’s cock, yet dribbling pre, now mixes and leaks with a comparatively thin shots of Mac’s semen—so thin, in fact, that without the clues of the pony’s body language, the addition to Behemoth’s own secretions would have been unnoticeable to any third party. Indeed, Behemoth himself seems to barely notice, except for the barely discernible musk to drive him to attempt to hump back against Big Mac, but a completely lack of bearing against anything only leaves his cock waving about.

Still, for their comparative size, Mac is a large specimen of own kind, and the length that his orgasm lasts matches his size. Seemingly without care for this, Amaz pounds him as he cums, the pressure on his prostate holding back his cum for a millisecond with every thrust, making the following release that more satisfying for the stallion-toy. When his plus-sized balls finally hit empty, Mac can do nothing to stop himself from flopping bonelessly onto the cock under him; the only thing that doesn’t fall slack under his exhaustion is his own cock, all to eager to experience more of the changelings’ touch—perhaps only yet so thanks to said-changelings’ pheromones.

Buzzing his wings again, Amaz pulls a very compliant Big McIntosh off his brother’s cock, and the pony doesn’t realize or care when his front-half slips from the glans to hit the dirt with a not-too-pleasant sounding thump.

“My brother’s turn now, pony,” Amaz whispers into Big Mac’s ear as the changeling pulls his head up and back by his mane—still, the tough stallion is not phased by this rough-handling. However, he does pause when he blinks his eyes back into focus to find Behemoth’s cock-head nearly touching his nose, and all of a sudden he’s a lot less certain about the “stretching” he had imagined before. “Don’t look so worried!” Amaz chuckles, “He’s a gentle giant,” and with that he waves his wings more slowly, releasing a spreading pheromones that slightly distort ponies’ perception.

Even without this, however, and even in this lascivious state, Big Mac is honorable enough to wish to reciprocate. So, dutifully, he opens his mouth, and though no matter how notably wider it is than your average pony, it is, as ever, practically nothing next to Behemoth, and Behemoth himself, no matter his doubts, is not about to let this last chance to play with his prey in a way he’s never been able to before.

The glans, expectedly, get caught on Mac’s incisors, and he strains his jaws wider, millimeter-by-millimeter, encouraged by the distortions of Amaz’s pheromones causing him to believe he’s making better progress than is true. Even Amaz gasps and pauses in his humping when he sees his brother’s glans pop past Big Mac’s teeth—from here, their stuck until Behemoth deflates.

With Amaz holding him in place behind and Behemoth forcing himself in from afore, McIntosh finds himself with little to do as the changelings use him—and the thought turns his cock to steel. In tandem, the brothers hump, Amaz providing at least some aid to Behemoth’s advance on Mac’s throat, and after seemingly forever, with dozens of thrusts, the giant cock hits its next bottleneck. The pony does his best to swallow and help, but his tongue is held fast and his jaws too tightly stretched to move much, and as Behemoth moves (seemingly inexorably) into the esophagus, it also is pulled too taut for its peristalsis to pull at the monstrous cock at all.

Outside, anycreature who might have happened upon them then would see the bulge of Behemoth’s cock in Big Mac’s neck, clear enough to see the outline of veins, especially when they slightly swell with his heartbeat. Inside, that heartbeat rushes through McIntosh’s ears and presses against his lips and tongue and everything. -And above, the changelings are oblivious to all other things as their cocks take over, driving them deeper and harder into their toy.

When the giant erection enters his chest, McIntosh instantly knows it as his lungs and heart are slowly compressed, and even has to wonder how this isn’t killing him, Then again, how am I even breathing? Amaz’s pheromones have the answer: changeling magic, obviously. Dimly, Big Mac realizes he’s cumming again, all the tense sensations of being so thoroughly dominated having finally driven his dizzy mind over the edge.

Those last few inches to Big Mac’s stomach are especially arduous, as Behemoth’s breathing gets ragged from both the exhaustion of pushing himself so far in and the pressure in his balls climbing higher, very close to the point he won’t be able to hold it any longer. Thankfully, he hits his target—or the beginning of his target—within a minute, and, with the esophagus before already stretched, the valve is already partly forced open.

At this near-highest of highs, a glob of cum (larger than a mouthful for Big Mac) manages to pass Behemoth’s control before he clamps down again, though this pause and gasp for a few moments from the effort, physical and mental. With more than three-quarters of the giant’s cock inside Mac, he and Amaz find it hard to hold still for Behemoth’s final approach, but they manage close enough until, with an audible if muffled pop, the massive glans breaks through, the sudden move causing a deep ripple through Mac’s entire torso that would have made him gasp if his mouth wasn’t so entirely blocked.

A split second later, and ripple runs through Behemoth in turn, though his is focused far more in the crotch, as massive amounts of cum go flooding through him into Big Mac. Within, the stallion can feel every hot spurt flow through the cock in his throat, all the way down until it hits the opposite side of his stomach with a force like a cannon—each blast is as much as a stallion can produce in a day.

Very quickly, things start to get hot and heavy in a very real way for the trapped pony, as his belly fills with fresh changeling cum—as fresh as it can get, directly from tap to stomach—until he feels like he’s just inhaled a seven course dinner, but Behemoth isn’t done. With his stomach pulling so much of his attention, Big Mac barely notices Amaz when he, too begins to cum his much smaller load into his colon.

Stumbling a mere inch to the side, Mac would have fallen if not for both predators holding him quite firmly, one from outside with hoof and wing, and the other from inside, with “nothing” but his cock. Also inside the stallion, the growing reservoir of goopy cum, disturbed by this minor movement, wobbles around in a slow wave. His stomach fights to release a belch, but the seal Behemoth formed with his glans holds most fast; the desire settles as his attention is drawn to a new development, as he can now feel, against his hindlegs, his belly beginning to bloat, if only slightly.

Not for long. Please, let him stop soon! Big Mac silently begs mercy as Behemoth’s cum shows no sign of slowing, let alone stopping, for he had not thought to consider how a giant like Behemoth would have only the rarest of chances to enjoy something like this. However, not long after this, his body betrays his true passion, precum leaking again as his own glans rubs up against his growing belly. If Mac’s ears hadn’t been so filled with the sound of both blood and cum streaming through the cock in his throat, he might have heard the flesh of his own stomach let off a tiny protesting creak as it inflates beyond anything it ever had to contain, or anything McIntosh imagined it would ever contain. Amaz does hear, though, and gives the tightening bag of cum a playful smack, sending the lake within swirling again with greater ferocity.

Big Mac groans, or at least he tries, when his middle grows large enough to push against his erection, and the vibrations in his throat make Behemoth grunt and arch his back in turn. McIntosh’s legs grow shaky as the weight of cum piles higher and higher on top of his post-orgasm fatigue and continuous erection, but Amaz holds him yet steady.

Finally, Mac can feel and hear the flood in Behemoth’s cock weaken, and when his belly reaches halfway to the ground, it tapers to a trickle—the massive plumbing can’t quite empty itself under its own power. The pony-toy tries to pull himself back and off, but the giant’s glans is too large to dismount just yet. All Mac accomplishes, then, is to jerk himself to the side, and the subsequent agitation of the cum within sloshes his entire ballooned belly side-to-side, forcing him to take awkward sidesteps back and forth until he widens and steadies his stance.

Amaz, already half-dislodged by the unpredictable motions, slips completely off (and out of) Big Mac’s rear, positively laughing his own ass off at this state of their prey. Unaware or unconcerned for this, Mac slowly steps forward, careful not to overly disturb his indignant stomach, and lower him butt to sit, now that Behemoth is softening up enough to be somewhat flexible.

He has to spread out his hindlegs to permit his belly to splay out, and as soon as his ass lands, his eyes roll as the pressure between that belly and ground pushes his overused cock over the edge once more. Only a single, tiny shot manages to squeeze out from under his ample middle as the rest is pressed, unseen, into the dirt by weight of that middle; finally, his lust is satisfied—for the moment. Now with curiosity rising over his libido, Big Mac raises exploratory forehooves to his neck, and even “knowing” the size of the changeling’s cock, having seen it himself and being choked by it the last several minutes, his eyes still widen at just how deformed it truly is. So much, he can perfectly trace over one giant vein, bulging with the blood it’s pumping away from the shrinking member.

-And with his head still relatively immobilized by said cock, all he can do to examine his belly just yet to move those hooves down. The mild cramp-like ache almost makes him feel as if he’d just eaten an entire Apple Family Get-Together Dinner by himself, and the gibbous shape his hooves rove over in disbelief make him reconsider this as worth two Dinners. -one and a half, at least. One imprudent hoof pushes into the barely-contained massive glob, dimpling into the tightly tumescent globe—only the fact Behemoth’s cock had by now deflated just enough to let a belch squeak by offers McIntosh any relief from the transgressive survey of his hoof.

With such an unimaginable mass to occupy his thoughts just as much as it occupies his stomach, Big Mac could have missed the grans finally slipping back up from the valve, if not for the harsh flicking-like sensation that comes from so impossibly deep inside: A place deep enough it seems nothing should be able to touch it. When the very slowly shrinking cock leaves Mac’s throat and esophagus with enough space to move, his first instinct is to swallow, but this is a very near-disaster-level mistake. The rippling, pulling sensation on his cock almost encourages Behemoth to go another round, but after a few long moment in which his cock remains stubbornly stationary, neither growing back nor shrinking away, Behemoth regains control with thoughts of just how much love Mac is filled with. Underneath, Big Mac notices the near miss with a stomach-busting cumshot, and holds himself dutifully still, and then a whimsical image visits Behemoth when he notices McIntosh’s frozen self: If the pony managed to encourage him to cum again, and his stomach was able to handle it, their prey could have made himself too big to eat. Alas.

The withdrawing erection slowly renders Big Mac with little stability, as his ballooned gut pushes him to sit more straight than is natural, and trying to bend forward does nothing to help, only painfully compressing his stomach. To the side, Amaz watches the head of his brother’s cock travel back up the pony’s neck—still distinct and unmistakable, but now much less prominent than before, being half flaccid. With space in his throat seeming to grow by the second, if yet inch-by-inch, Mac begins to gag and cough, trying to speed along to the moment he’ll be freed from the giant’s body.

With a step back and a final tug, Behemoth completely removes his cock from Big Mac, leaving the stallion to spit and hack up the cum the cock had left, like a musky trail of crumbs all the way up, from stomach to mouth. Caught in mild spasms, Mac lets himself flop to the side, but he instantly regrets it when this tosses his stomach about, wobbling forward and back. Groaning, his rubs at his belly with both forehooves, and finally looks down upon it, and his jaw drops: I look like a mare ready to give birth! and a second later, reflecting on the thought makes him blush.

- - - -

FOUR

“Wonderful appetizer,” Amaz chuckles, drawing the pony’s attention, and he raises up on an elbow to better see the smaller changeling now stalking towards him (although anytime a changeling approaches a pony, it’s a good bet it’s “stalking”, no matter the context). “-but now we want the entrée!”

“What… do yah mean?” He gasps weakly, partially scared of what else these changelings could want from him. Didn’t I just feed ‘em, and willingly? That’s how it works, ain’t it? He opens his mouth to clarify this, but with a leap, Amaz grapples Big Mac’s hindlegs.

Normally, the farm stallion could have bucked Amaz off as easy as he just took the changeling’s cock in his ass—barely even realizing it—but his sexual exhaustion and bloated, heavy belly work too far in Amaz’s favor, and instead the changeling barely notices McIntosh’s movements as efforts of escape. Distracted by the changeling behind him, Mac forgets the far more dangerous literal-Behemoth right in front of him, at least until a hot, moist breath washes over him.

Meanwhile, Behemoth had stepped back to take a few seconds to recover. Though Big Mac had been weakened by his multiple orgasms, Behemoth had also worn himself out more than expected with that orgasm of such intensity he had never experienced before—this, for a half-second, makes him consider keeping their toy alive, but the rumbling in his stomach makes a more compelling case: Death sentence by changeling stomach acid it is, then.

Leaning down into a bow-like pose, Behemoth opens wide, ready instantly, and his breath, a visible steam, washes over his prey, making him freeze. Being a pony of particular size and strength, Big Mac is not one prone to fear, but in this moment, even before he turns around, he feels it more acutely than he’s ever had in life. Only in this moment, for when he then turns around, the green, slimy tunnel, wavering with Behemoth’s breaths, makes his heart skip as it is rend between fear and a familiar fascination—something he’s felt very recently.

Before he can begin to parse this disjunction, the touch of Behemoth’s tongue on his neck, which had snaked toward him without his noticing, makes him flinch. The mildly chill slime that is changeling saliva instantly soaks into his fur, as if digging in with a mind of its own. Even with his front half free of Amaz, Mac can’t bring himself to resist as Behemoth’s thin, long tongue loops around his neck—to the pony, this is less a noose, and much more an invitation to something… greater. Exactly what, he can’t quite identify, but he wants to- must find out.

Gripped by this curiosity more than the tongue itself, he very well may have walked himself into Behemoth’s mouth, but the giant doesn’t care: Once his tongue is secure, he gives his prey a tug, and Big Mac falls limp to let them do what they will. In his mind, he doesn’t believe they would harm him, being such a willing source of food for them; so, when he head flops between the rows of Behemoth’s fangs, nothing but a shiver of pleasurable expectation runs through him.

Then slightly loosening his tongue, Behemoth runs it down Mac’s neck to the front of his shoulders, and tightens his grip again there. Another pull, more gentle now with their prey being so docile, and Mac’s head slides across the wider base of the tongue until his chin hangs off the edge, his muzzle poking barely an inch into the throat. His head blocks a significant portion of light from outside, but this only lets the changeling’s natural, faint bio luminescence shine more enticingly—the folds of shimmering, slick, neon flesh still holds plenty mystery to keep McIntosh’s attention.

The air here, pre-breathed by Behemoth and tainted by his inner-moisture, sits heavy in Big Mac’s lungs, forcing him to breathe deeper and harder, not to mention the dearth of oxygen to starve his brain. When Mac opens his mouth to gasp in a preemptive desperation, the permeating mixture of changeling juices dribble from his lips onto his tongue, stinging him with their bitterness—but it is not a sting that dissuades or repels the pony.

Outside, Behemoth unwraps his tongue to better rewrap it behind Big Mac’s forelegs; he doesn’t trap the pony’s hooves to their sides, for if they wish to fight, then all the more fun for him, but Behemoth has a strong suspicion that this particular prey won’t take advantage of this “gift”. Amaz, also noticing this, gives his brother a quirked brow, but the only response from the giant is a swallow.

This first true gulp echoes inside Mac’s skull, and the force of the throat that now completely circles his head astounds him, and it is only a flicker of thought before he instantly dismisses it, but still the dream of deepthroating the giant lingers, whispering if only I could fit. However, with his head instead of his cock so gripped, the only illumination to Big Mac now is the green glow of all changeling flesh, and this combined with the perpetual motion of the rings of muscle creates quite the psychedelic sight.

Two more swallows, and Big Mac’s head is fully encased in the esophagus proper. The tightness here forces his eyes closed, and his hearing naturally picks up; not that there’s much to hear but wet flesh sliding and sucking against itself, and above this, the rhythm of the giant’s heartbeat. On the other side, his abused cock is pressed between the changeling’s tongue and his own belly, as naught but his hips and hindlegs are left hanging off the edge of Behemoth’s jaws.

Then, with their prey’s destination so guaranteed, Amaz makes to release Big Mac and step back, but he cannot see how his brother’s eyes flash mischievously, elsewise he might have hurried away fast enough to escape. As it is, however, Behemoth darts his tongue through the holes of the smaller changeling’s forelegs, binding him most securely—unless Amaz intends to dismember himself.

“Hey! Behemoth!” is all Amaz manages before his larger brother also binds his muzzle shut. Knowing this means Behemoth has made up his mind, and having made this “trip” far too many times, Amaz does not bother to fight, but grumbles and sighs before closing his eyes—better this, as otherwise has nothing to see except the pony’s ass in front of him, so dimly illuminated.

Ahead of him, Big Mac groans and pants at the over stimulation as his rear half enters Behemoth’s throat, and thus the rippling peristalsis presses and massages his cock; with his huge mouth and wide throat, Behemoth has no trouble handling Mac’s cum-bloating belly. Amaz, with his strong changeling senses well attuned to the state of pony prey, notices his “excitement”, and grimaces, hoping he’s too spent to cum again, lest he get dragged over the streak of semen left behind—even if Behemoth’s stomach acids would effectively “wash” it off, Amaz would really rather not go through any more nastiness than he’s already been through today.

Without knowledge or concern for any of this going on inside him, Behemoth now raises his head high, and if there had been anycreature flying overhead at that moment, the last thing they would have seen before the giant closes his mouth would be Amaz’s hooves slipping behind Behemoth’s tongue. Smacking his lips with a sound like thunder, Behemoth pats the relatively shallow bulge on his neck—from a distance, it would be impossible to notice—before beginning to make his way back to the river, to lie in the shade of the copse again. Besides, his brother will probably appreciate the nearness of running water tomorrow.

If he knew this, Amaz might have borne his fate with greater grace, but all he can think of is wishing Behemoth’s esophagus would get a move on. More still unknown to him, the end is, indeed, coming close. When his nose hits the valve, the jolt of this unexpected change makes Big Mac open his eyes, then quickly squints them to keep the various fluids from getting in them. Right in front of him, close enough to be clear to see despite the conditions and lighting, is the giant knot of muscle that is the valve, almost as large as Big Mac’s head!

It pulses a few times, only opening an inch or so, as the esophagus continues to push onward, squishing his face ever firmer against the valve, his muzzle wedging the hole open. Finally, some tipping point is reached, and with a sudden burst of movement, McIntosh finds his whole head has been squeezed through, and the valve is now around his neck; its strength makes him feel like he choking, but a few panicked gasps soon proves this not quite so.

The large and robust muscles all around move Mac much faster than he’d expect, and with only a few more waves of peristalsis, everything forward from his chest is hanging into Behemoth’s stomach. The first thing Big Mac notices is how much brighter the glow here is. While the stomach walls have the uniform neon glow, the opaque stomach acid gives off a deeper, almost-emerald, sparkling shimmer—the alien beauty so entrances him that, in that moment, he doesn’t realize the very acid he’s admiring has risen to fill about half of the stomach in anticipation of his arrival. As for that “half”, the volume would be enough to fill an average-sized bathtub.

As his own stomach passes forth, nausea washes through him as the valve constricts his ballooned middle, but it passes quickly. Once this enters Behemoth’s stomach, they pass another tipping point, and the rest of McIntosh’s body spills in, Amaz immediately flopping in after, dunking Mac entirely in the acid.

Momentarily disoriented, the stallion scrabbles for some purchase, or at least any thing that can offer a hint of positioning, but all around him is slippery flesh that gives to his touch. Eventually, he finds Amaz, who’s carapace provides what his instincts seek, and he scrabbles for the surface.

Amaz, content to tread acid for the moment, nearly chokes on it when he’s suddenly dunked by Mac’s madly waving hooves. Mostly annoyed, having also endured countless mad, desperate ponies in this very stomach, Amaz maintains his orientation, calculates Mac’s movement, and with one precise strike, knocks Mac across the temple, stunning him for a few seconds. Once he swims himself back over the surface, he quickly reaches down, grabs Big Mac, and pulls him up before he can recover. Then, Amaz slaps him back and forth across his muzzle until Mac hungrily gasps in air.

“I- He- I-,” now the reserved stallion has something to say, he finds his words have left him. “He… ate us!” he finally shouts, as now the changelings’ “enchantment” on him seems to have broken by nearly drowning in the very acids that now threaten to digest him. Amaz merely tilts his head and watches as Mac swims for the stomach wall and, once there, he looks around, head jerking all about frantically until his eyes lock on the valve they just came through.

Amaz’s eventual chuckle attracts his attention away. “Yeah. Duh. Did you seriously think we were just going to let you go after feeding on your lust, or what?” At this, McIntosh can do nothing but blink and stare, until a rumble disturbs the walls and acid, momentarily sending the two morsels bobbling about—a burp, Big Mac realizes when he notices the acid appears a little higher.

“I thought you’d…” Mac looks up in thought and shrugs when he realizes that, even after their pacification, he’d never learned much about changelings. “-you’d erase my memory or… make me think it was a dream.” Mac, with some measure of despair looks sadly down at his likely-to-soon-be-melted hooves—he idly notes how the permeating green of everything washes out his usually bright, unmistakable red into a dull brownish-grey.

Amaz outright belly laughs at this, even having to reach out for the wall to steady himself. “Nah. Everyling who could’ve done something like that went rainbow beetle.” Amaz takes a moment to sigh a few times, getting his lungs back under control, but another giggle leaks out before he adds, “Even if we did, though, this is much more fun, and basically what Behemoth was bred for, too.”

Looking around, Big Mac’s mathematical find quickly confirms Amaz’s words: If his estimations are anywhere close, then this stomach takes up a greater proportion of the giant’s torso than a pony’s would, if sized up to Behemoth’s height. Not that this observation offers anything beyond base science—What does it matter if I’m about to be- if being digested now?

Before depression from this thought can settle in, the stomach is disturbed again. Waves of acid suddenly and violently toss back and forth, sending both pony and changeling tumbling. When everything is relatively settled after a minute or two, Mac notices something odd about the ripples in the flesh of the stomach walls, though it takes him an extra moment to realize that this oddity is the orientation of the folds: the stomach had tilted, or, more accurately, Behemoth is now laying on his side.

Imagining this—that something so simple as laying down could so drastically affect him, Big Mac—makes the stallion’s breath quicken slightly. In spite of the immediate, obvious, fatal peril, Big Mac realizes something else: What act of domination could be more total and savage than digestion? -And isn’t “domination” what I wanted? or at least this is what Big Mac thinks to explain to himself his unexpectedly renewing allure of the giant literally all around him.

Amaz laughs again, but now Big Mac shows no reaction to the other changeling. “Oh, this-… -this!” he shouts to the “heavens” while waving a hoof toward the pony. “Mare, getting eaten is almost going to be worth it to watch you.” With a smirk, he looks Mac up and down, appraisingly, as the pony turns around to face the stomach wall, and then lean into it—the outer layer of the wall gives slightly under Big Mac’s advance, but the muscle just on the other side holds steely firm.

Taking advantage of the back turned to him (a subconscious in all changelings), Amaz swims up to Big Mac and reaches around him—somewhat struggling with the cum-bloaded belly in the way—to find his cock as hard as Amaz expected it to be. “Who knew-…” Amaz grunted as he shoved Mac tighter against the stomach wall, pressing his cock into the folds, “-that was a pony here, all but-…” another shove, and Amaz feels the pony shiver as his back arches slightly, and he looks up to see his eyes squeezed shut and him biting his lip, “-waiting to get eaten by a changeling.”

A third shove prompts another, larger belch from Behemoth, making their little acidic world inside him shake as if from and earthquake—and vibrations drive Mac mad, and his mouth involuntarily to take in rough gasps and let out little squeaks. “Jeez. What’s going on in their?” Behemoth’s voice rumbles around them, and when he pats his middle with a hoof, he unknowingly generates small waves inside himself that send his two prey bobbing—this, in turn, causes Mac’s cock to rub up and down without his, or even Amaz’s, will, and he sucks in a breath through clenched teeth.

Knowing better than to try to answer his brother from inside him, Amaz simply chuckles and mutters to himself, “You wouldn’t believe it if I could tell you, ‘Moth.” Amaz gently places his hooves onto Mac’s unsuspecting withers, then suddenly dunks him under the acids, but just as quickly pulls him back up before the pony’s subconscious can even trigger a response. “Isn’t that right, prey?” The word makes Big Mac, which makes Amaz in turn laugh and smirk. “No… big stallion like yourself? I bet not even you knew you wanted to be turned into a giant changeling’s toy and meal,” he states without a questioning tone.

“N-… -N-Nope,” Big Mac still answers, barely able to gasp out this one word between his body’s desire for stimulation and the stimulation already wracking through him. Laying against the stomach wall then, with head tilted to look back at Amaz with one eye, he adds, “Wish Ah could do this again, somehow.” Somehow, this simple statement (and relatively innocuous out of context) makes Mac blush deeper than he’s yet blushed toady—and thus deeper than in his whole life.

Amaz shrugs before flipping Big Mac around—now, he wouldn’t be able to if the stallion cared to stop him. “Maybe you will. Who knows?” He pulls Mac down slightly, to be more on eye-level, where he can drink in Mac naked surprise at this supposed chance. “Don’t know what happens to absorbed souls, after all. Maybe you’ll be able to relive this whenever you want, at least until Behemoth uses up all the energy you provide him.” This equally naked statement on Mac’s destiny makes him shiver his hardest yet, and his eyes nearly roll over… but something stops him just at the edge.

Amaz seems to know, which he tells with his smirk. “Oop, looks like times running out.” The changeling then reaches down and pulls up one of McIntosh’s hindlegs, which at first seems to be coated with some pearlescent goo, but very quickly Mac realizes this “goo” is actually himself, being digested.

In a scramble, Mac turns to the side and flips himself belly-up, sending Amaz spinning off a foot or so. His entire rear half, which had been sitting all this time in the acid, is now completely covered- no, converted (at least partially) into this goo, even his penis and balls. Desperately rubbing at these, all that comes of this is a greatly dulled sensation of pressure and getting his forehooves caked with this rapidly thinning slime. Looking around himself, Mac also sees how he—the digesting pearlescent goo—is diffusing ever so slowly into the emerald acid bath.

Disregarding Mac’s shock, Amaz swims back to his side, incidentally but also purposefully dissipating bits of the melted pony, sending little globs swirling away. “What? This is what you want.” Amaz insists, putting one hoof onto Mac’s chest to pull himself slightly over the pony without dunking him again.

“E-Eyep,” The stallion confirms once more, and once more reaches his hooves back to his diminished cock; Amaz, however, turns him back to the stomach wall before he can begin masturbating—and potentially ruin his chance of one last orgasm before rubbing his own digesting cock into nothing. Knowing, or at least suspecting, Amaz’s plan, Big Mac thrusts in time with the changeling’s shoving, which is now so violent it seems only one step back from punching.

All this extra vigorous movement makes Behemoth burp yet again, and he complains from above, “I was nearly asleep! What are you doing in there?!” Apparently in retaliation, Behemoth rolls to his other side, sending his meal spinning and twirling with greater disorientation yet—but this only helps, and as the acids (now speckled with countless bits of McIntosh-goop) settle, the changeling’s prey cums its final time.

Although, as he falls back and away from the wall, it’s revealed no actual cum comes from his orgasm, as his cock has been reduced from a spire of masculinity to something more resembling a sapling, and his sac is gone entirely. When the natural high leaves him Mac raises his head to see his hindlegs are also nearly gone, and the rest of him isn’t looking much longer for this world, either.

“Ah… ath… tham,” Big Mac tries to say something—an expression of gratitude? -of condemnation?—but his tongue is too far gone, and though his eyes implore Amaz to understand, his forehead also soon melts and slides over them; a few blinks of Amaz’s eyes later, and the last lump that was Big Mac slips down, losing its definition.

Sighing, Amaz flips onto his back in a similar position Mac had just been in, grinning at what he had done to their prey in his last moments—it would surely enhance the amount of love energy his soul would provide. Curious, Amaz laps up a few bubbles of prey; being pre-digested, it’s as sour as it always is, but the changeling is sure the hint of sweet behind it is, indeed, stronger than usual. Taking up a few more mouthfuls, he forces them down, justifying this “theft” of food from his brother’s very stomach as preemptive retaliation for the retaliation the Behemoth is sure to enact on him in the morning for encouraging an excessively “active” meal. Not that he didn’t always “steal” food this way whenever Behemoth saw fit to give his brother a gastric tour, but this time he’ll be taking more than the fair share he usually measures out.

Buzzing his wings happily, Amaz scoops up another glob of pony, and looking down at it for a moment, he asks, “So, pony, are you in there? Are you enjoying this?” Even if there had been an answer, Amaz would have unceremoniously shoved the digested pony into his mouth all the same.