Icicle let Midnight pull him in close, her strong arms pulling tighter around his back. Her lips pressed against his, her tongue overwhelming his own easily. He tasted her: strong, masculine, aroused. When she pulled back, she left him gasping, his chest heaving as he mourned the loss of her lips against his.

She chuckled softly, and Icicle blushed. "Looks like someone's eager," Midnight murmured, glancing down between them. Icicle followed her gaze, and his blush deepened. His cock was standing at full mast, his erection poking up past the hem of his pretty pink skirt. Midnight had taken care to dress him up as the prettiest, sluttiest mare she could—tights, gloves, leggings, and a pair of panties that were so tight around his balls that they looked ready to snap. And yet his stallionhood put that all to shame: a thick, musky shaft that passed twelve inches in length without breaking a sweat.

Even so, it was nothing compared to her own endowment. Icicle's muzzle trembled with envy and lust as he took in the sight of Midnight's own cock. It was huge—a massive, girthy organ that stretched all the way up between her two enormous breasts. It throbbed lazily, a glob of cum that had to be at least a tablespoon in volume oozing down the side. He swallowed, feeling another surge of arousal. His own shaft, which was grinding up against hers as their close bodies pressed them together, barely reached her medial ring.

Behind her, Midnight's wings stretched out and flexed, and she cooed softly at him. A few inches over six and a half feet tall, she made even Icicle—who himself was no small stallion—feel little. And yet he liked that, in a way: feeling small. Feeling like her mare. Her smile curled upward, and she wrapped a hand lovingly around their shafts. Slowly, she began to stroke up and down, rubbing their cocks together while more and more oozing pre lubricated her fingers.

"Such a pretty little mare," she purred, giving his cock a squeeze. Icicle's cheeks burned, and he glanced down demurely—only to come face-to-nipple with his marefriend's enormous boobs. Midnight laughed softly. "Though I have never seen a filly as well-endowed as thee."

She ran a finger up his leg—passing over a thick, plump thigh that would have looked more at home on a broodmare than a six-foot-plus stallion—and paused over his ass. His stockings clung to his feminine figure, and his ass was a round, bouncy affair. She gave it a squeeze, and smirked when he let out a soft whimper.

"You will present to Us Our gift," she said, giving his rear end a light slap. Icicle stiffened, then moaned when his cock throbbed in response to the sensation of his asscheeks slapping together. "Go on."

"Okay," he said, grinning shyly. Oh, gosh, but he was excited. He'd been dreaming of this moment for so long—and she was finally going to take him. Take him as her mare. Still trembling, he crawled up on the bed and presented his feminine, heart-shaped rear.

"Mm," Midnight hummed thoughtfully. She spread his asscheeks wide, exposing his puckered asshole. Icicle shivered as she ran a long, elegant finger down his taint. "I shall enjoy taking you as my own, sweet Icicle."

"T-then do it," Icicle blurted. "I want to feel you inside me!" He blushed deeply when she glanced up to smirk at him. "P-please."

"Oh, you shall do more than feel Us," Midnight said. Icicle's eyes widened as he felt her flare prodding against his puckered hole; a soft moan slipped past his lips as she leaned her weight forward, an unstoppable force ready to break through his final barrier. "You will be filled, completely and utterly."

Icicle moaned as Midnight's shaft slipped inside of him. She took him—mounted him like a broodmare, her huge, busty body pressing down on his back. Easily at first, she began to thrust, pumping her shaft in and out while her hips slid across his ass.

"Such cute little sounds," she whispered into his ear, huskily. He whimpered, his insides trying to clamp down around her shaft, trying to suck more of her inside of him. "I quite enjoy them. Moan for me, Icicle."

Oh, how he moaned. Each smack of her flesh against his raised the volume even higher. He could feel his balls churning, his cock flexing each time Midnight's massive nuts slapped against his cute ass. His hips bucked, his shaft flexed, he sucked in a breath—

Midnight's voice froze him in place. "You wouldn't cum without my permission," she asked sweetly, "would you, sweetling?"

Icicle struggled to keep his voice from shaking, and failed. "N-no," he said. His cock throbbed, and a fat gob of pre oozed down the side.

"Good." Midnight gave one of his hefty nuts a squeeze, and thrust inside him once more. Icicle gave a squeak of pleasure and pain, caught between a rising climax and a crushing need to cum.

"Such a pretty mare shouldn't cum without her stallion's permission," she murmured into his ear, her breath hot and heavy, her scent spicy with musk. Icicle moaned, squirming as she filled him completely. He could feel every inch of the soft, velvety silk sliding across his body, reminding him of just what kind of filly he was here. He was her cute little mare—her slut, ready to take every ounce of cream she had to give. His shoulders shook with the exertion of keeping his own orgasm down, though. Oh, how he needed release. But—"She must always make sure that her stallion cums—ooh—first."

With a final grunt, Midnight bottomed out inside of him. Icicle moaned with her, their voices blending as her thick medial ring flared outward. Her cock throbbed and flexed, pumping him full of spurt after spurt of her load. Hot, sloshing jizz splattered against his insides; even as Midnight pulled out of him, Icicle heard himself groaning weakly, rubbing his tummy as he felt her load gurgle inside of him.

The bed frame shook as she hit the mattress beside him, her titanic tits quivering and jiggling like jello. Icicle stared down at his belly as it began to swell further. He moaned softly as the weight of his gut increased. It began to bloat outward, growing visibly taut. He could feel something growing inside of him—something squirming, something heavy, something...alive.

"Such a pretty mare should have so many pretty foals," Midnight teased. She pulled him close, and laid a hand lovingly on his pregnant belly. Icicle grunted; his engorged cock had begun to rub against his soft, pregnant stomach. "So many."

He met her gaze, his eyes wide, his lips trembling. "C-can I..."

She nodded once.

Icicle cried out, his hips bucking. His cock thrust long against his bloated, pregnant gut, leaving it jiggling and shaking as the foals inside squirmed and grew. Heavy ropes of cum splattered across his middle just as it finished expanding, his belly-button popping out into an outtie. Icicle gasped and moaned, his body shuddering with pleasure until finally his balls finished emptying themselves.

Then he let Midnight pull him closer, and cuddled up close. With both their hands still resting on his belly, Icicle let his eyes fall closed and, slowly, drifted off to sleep.