“There is always someone bigger, Mayor. The only difference is the bigger ones never stay in power for long while minnows are forgotten.”

“J-just hold up a second.” Cherry Jubilee begged through labored breaths.

“We can't stop here.” The stallion pointed out, shifting from hoof to nervous hoof. “The changelings could be right on our heels.”

“Well we don't have much of a choice in the matter.” She remarked, leaning heavily on a nearby tree. “I can hardly keep my hooves under me.”

The grey coated stallion glanced to the sky, a frown spreading across his features. “Alright, but we have to move soon, another patrol could be by in any second.”

Cherry nodded, leaning a little harder on the tree and barely able to stop herself from falling to the ground. Despite how badly she wanted to allow herself to do just that she knew better then to rest on the new additions to her body. Namely the two now enormous breasts that filled the space between her legs and hung low enough to brush against her knees. She had thankfully gotten out before Celestia could add any more changes to her anatomy. Though the alicorn had talked about how the last spell she had cast would make Cherry more susceptible to pheromones, but Cherry hadn't noticed a change in that department quite yet.

That doesn't mean she hadn't noticed the changes in her friend’s anatomy though.

The grey stallion had a silver mane and tail and a strikingly powerful build that made sense considering his cutie mark was that of a silver anvil. Though his physique certainly was impressive it wasn't what truly grabbed her attention, rather it was the things dangling between his legs that held her gaze whenever she happened to glance at him. His balls were gigantic, swirling with so much seed that at times she could swear he heard his bowling ball sized nuts churning audibly. Though even that part of his anatomy was dwarfed by his titanic cock that was so large that it didn't seem fully able to recede into his sheethe, leaving the deliciously mottled cock partially hanging out for all to see.

Shaking her head, Cherry tore her gaze from the male and focused on her breathing, trying to get her labored breaths under control.

Silver Anvil didn't seem to notice his companion’s attention as he had turned his attention upwards to where he continued to stare, scanning the sky for any sight of the winged creatures giving them chase. All around them the sparsely treed forest was quiet and still, not a creature stirring, with only the gentle wind making any sound at all.

Cherry Jubilee breathed deep one last time before standing up, ignoring the strange sensation of her milk filled breasts pressing against one another. “Alright, I’m ready to keep moving again. How far do you think we are from the nearest town?” She asked hesitantly, keeping an eye at the canopy.

Silver shrugged. “I don't know. I thought I heard a river up ahead though, it should lead us to civilization.”

“Oh thank goodness, I’m parched.” The mare took a step forward, hope blossoming in her chest. “Which way did-”

The stallion suddenly surged forward, pressing his hoof against her lips. “Shhh.” He whispered, pointing upwards.

Cherry blinked, looking up and noticing a small black shape flying overhead. It was small, little more than a speck, as she watched it continued onwards before turning to the right and disappearing out of sight. The stallion relaxed, pulling his hoof from her lips. “They must be searching in a grid pattern.”

“How do you know that?” Cherry asked hesitantly.

“It's how I would do it.” He shrugged. “It just makes sense considering their numbers.”

“Fair. So what's next?” She asked, stepping forward and gazing out into the lightly wooded area.

“We need to continue west, I think the river I heard is up to the right.” He pointed to his right, and in the direction of some low hills. “Hopefully those hills will give us some cover.”

“Hopefully…” Cherry sighed. “Lead the way.”

The stallion nodded before beginning to trot away, making his way in the direction he had indicated.

For the next half hour the two trotted in silence, their pace quickening between areas of cover, trying to use the sparse trees to hide their movements as best as possible. Unfortunately for Cherry she found herself increasingly exhausted by even the slight exercise, her enormously heavy breasts weighing her down. She had never been the most athletic mare ever, as it wasn't like you needed to be physically fit to run a criminal enterprise. That and she had always had a bit of a sweet tooth, meaning that after mere hours spent trotting and running through the woods she was nearly completely exhausted.

“H-hold u-p.” She panted, extending a hoof towards the stallion. “Just wait a second.”

The stallion sighed. “We can't stop here, the trees are too short.”

“I just need another moment, please.” She remarked, struggling to even stay standing. “Did you hear that river yet?”

He sighed. “No. I must have been mistaken.”

“Dammit. What are we going to do now?” She asked, glancing upwards.

“I don't know, but look.” He raised a hoof and pointed to the horizon where a trio of black shapes were making their way directly towards them. “They must have found our tracks.”

“What do we do?” She asked nervously, staring intently at the shapes as they came closer.

“We need to find cover, a cave or grove that would hide us from them, then wait.” Silver’s frown deepened. “After that we are just going to have to keep moving and hope we find some kind of sign of civilization.”

“Are you sure finding a cave is even possible? Those hills don't look that big…” Cherry frowned, glancing to her right where one such hill loomed about a mile away.

“There is plenty of limestone in the area, which means plenty of caves.” He waved a hoof. “We better get moving.”

“How did you know that?” She asked, trotting up beside him. “It's not like we've been here long.”

The stallion hesitated a moment before gesturing to his flank. “It's part of my cutie mark. It's not just that I’m a blacksmith but I also find the ore I work with.”

Cherry nodded. “That makes sense, I…” She stopped, raising a hoof. “Wait. See that?” She pointed to the right, just behind a small group of trees.

“What is it?” He asked, peering intently in the direction. “Good eye.” He commended. “That looks like a decent cave. Come on.”

Cherry nodded, following the stallion as they made their way over to the small cave opening she had noticed. The already small number of trees became even less numerous the further they went, and by the time they made it to the cave Cherry had grown increasingly worried. The mare constantly glancing behind her to where the distant silhouettes could still be seen, illuminated by the mid afternoon sun.

When she turned back she noticed the stallion poking something in a bush near the cave entrance, only to shake his head and walk towards the opening. “Come on, it looks relatively deep and it should be able to give us the cover we need.”

“Right.” Cherry agreed, following the stallion closely and giving only a passing glance at the bush only to find nothing out of the ordinary.

Shrugging to herself, the mare made her way to the cave entrance, following close behind her companion. Instantly she noticed how things seemed to become a great deal colder, but without becoming uncomfortably so, just a stark change from the harsh summer sun. With a sigh on her lips she walked further and further in before stopping to take a breath.

Ahead of her the stallion seemed to be eying up the cave with a critical eye. “It's not very deep, but it should be enough.” He smiled, settling against the ground and sighing contentedly. “It's kind of nice actually.”

“Agreed.” the mare smiled, making her way next to the stallion and settling in, making sure to not accidentally sit on her breasts.

The stallion sighed, shifting his weight this way and that until he finally reached a spot that seemed to be perfect. “So, what did you do before getting abducted by her majesty?”

Cherry chuckled. “I was a entrepreneur of sorts.”

“Oh?” He raised an eyebrow. “Of sorts? What does that mean anyway?”

The mare turned and studied him closely. “That's all I’m willing to say I’m afraid.” She leaned in closer, breathing deeply of the scent that clung to his coat. “Why don't you answer the same question? I might be willing to divulge more details then.”

The stallion shrugged, his gaze never wavering from the cave entrance. “I was a blacksmith, as I assume you already guessed.” He frowned. “But that's not what your really asking is it?”

Cherry shook her head. “I don't think Celestia would just abduct any old pony, no offence.”

Silver snorted derisively. “Someone I thought was a friend turned out to be not as trustworthy as I thought. When the justice system failed to give him his just deserts I did.” He smirked, chuckling darkly to himself. “Even made it all look like an accident. So when those bumbling idiot guards searched the place they came up with nothing. After that I relaxed and was subsequently scooped up during my vacation.”

The mare blinked. “That's quite an interesting story.” She raised an eyebrow, scooting her body a little closer to his. “Though I am curious as to why you would tell me all this.”

He shrugged. “Not like it matters anymore. Celestia may be many things but she isn't the type to just grab ponies at random. You owned some kind of business that was frowned upon, didn't you? Probably covered your tracks real well.”

Cherry Jubilee smiled proudly, placing a hoof on her hips. “That is an understatement if ever I’ve heard one. I not only owned a few brothels, but I nearly owned them all and was rather enjoying a vacation as well when I was ponynapped.”

“Las Pegasus?” He asked, already knowing the answer.

“Indeed. I am not a fan of the place, but you have to admit it has it's own strange, debaucherous charm to it.” She remarked, scooting a little closer to the stallion, their fur just barely touching.

The stallion gave her only a slight glance, catching her in the middle of a deep inhale, her nose filled with the scent of a potent stallion. “Sorry. I must smell abysmal after all that running.” He commented.

The mare shuddered in pleasure, raising a hoof. “Don't worry your handsome self over it one iota. You smell absolutely delectable.”

Silver’s look gew strange, as if the mare had just grown a second head. “Thanks?”

Cherry didn't seem to care though and snuggled up closer to him, not noticing just how wet she had become over the last several minutes. “No, really. I don't know why but I can't stop myself. Maybe we should take a break and really relax.”

The stallion gulped, having to tear his eyes from the other pony’s strangely sultry gaze. “I don't know if that's a good idea, they are still searching for us as we speak.”

“Shh.” The mare whispered, leaning close and pressing her body against his. “Don't you worry about those stupid bugs.” The stallion stiffened briefly. “We got enough time to relieve a little pressure, besides, I’m pretty sure those big balls of yours need to get drained pretty soon.”

Silver Anvil seemed to think about it for a few seconds, only to shake his head and look away. “We can't risk it, not while we are this close.”

“Oh come now big boy.” The mare whispered, nuzzling his cheek and pressing her body tight against his. “I can feel how much you want this. How much you need to empty those big, fat balls of yours. You can't deny what your body needs.”

His jaw clenched and he maintained his vigil on the cave entrance a few moments longer before reluctantly sighing and turning to the insistent mare. “Fine. But just a quick one.”

Cherry Jubilee smirked. “I knew you would see things my way.”

Silver Anvil shrugged and leaned in for a kiss, only to be stopped by a hoof. “ I like a little warm up as much as the next gal but I’m already ready to go and we don't have the time to spare.”

The stallion’s jaw clenched, but he didn't say anything, merely standing up and revealing his massive erection. Cherry had spent many long minutes contemplating just how big his cock must be, but even her most wild assumption had nothing on the mammoth cock now standing proudly before her. It was easily as long as her leg and nearly as thick, with a flared head easily as big as her hoof. “Holee shit.” Cherry cursed, taken aback by the shear size of her new partner. “If that ain't the biggest cock I’ve ever seen.”

Silver Anvil chuckled. “I was already big before Celestia got her hooves on me, and it seems like she ain't the type of mare to stop at the limits of good taste.”

“Ain't that the truth.” Cherry remarked, shaking her head. “Well go on. I’m pretty sure she gave me some sort of spell dealy that enabled me to handle you, so why don't we do her a favor and test it out?”

“Are you sure?” He asked hesitantly, prodding the mare’s backside and revealing her slick entrance. “You don't look any bigger then normal.”

The mare raised her hips and spread her legs, revealing that she was in fact, larger than average, her cunt easily big enough to swallow up the stallion’s titanic shaft. “I think you will find that appearances can be deceiving.” She gave her hips a shake, noting the way the stallion was staring intently at her enormous milk filled breasts. “Well, go on now. Or do I have to beg for it?”

“As sexy as that sounds, I don't think we have the time to indulge my domineering side.” Silver remarked with a chuckle.

“Oh fine.” Cherry pouted.

Silver rolled his eyes and hefted his massive, nearly three feet of stallion meat towards the mare’s entrance. The task was surprisingly difficult, as the stallion’s genitalia had swollen to truly mammoth proportions. With a heave of his hips he managed to align his cock though, pressing the fat head against Cherry’s dripping lips.

“Oh fuck. That's the spot.” She moaned.

“Someone’s hot and ready.” Silver quipped.

“Yes sir.” Cherry whispered, pushing her hips back against him. “And I want it bad.”

“As you wish madam.”

With a hard buck of his hips the stallion’s meaty cock plowed into her, stretching her pussy wide and forcing several inches of mammoth stallion meat into Cherry’s now tight cunt. Instantly the vast emptiness inside the mare’s body was alleviated, though not completely, it was a marked improvement over just how desperate she had begun to be over the last few minutes.

“Oh fuck yesssss.” The mare slurred, her hole body shaking as she began to adapt to the feeling of having her lips spread so incredibly wide.

Silver Anvil merely chuckled, focusing most of his attention on guiding more of his cock into the depthless hole that was his new lover’s cunt. And it did truly seem depthless, his massive cock slipping inside her with relative ease, though not so much ease as to make her feel loose by any stretch of the imagination. Rather it was the perfect mix of tightness that still welcomed every throbbing inch of cock he had to give.

In no time at all he felt the mare’s pussy gobble up nearly a foot of dick with no sign of stopping. He slowly trotted forward, his every step pushing more and more of his erection into her. The shear size of his endowment meant that only after pushing a foot and a half inside her could he properly mount his new mare. His forehooves gripped her waist tightly, holding her close as he continued to walk forward, pressing deeper and deeper into the mare’s tight body.

Cherry Jubilee was in an entirely new world of pleasure the likes of which she had never even dare dream of. It felt as though her entire body had been turned into a single vast pussy, as jolts of pleasure coursed through her entire being. His every bump and vein was felt keenly, and the mare was pretty sure that she could have reproduced the shape of his cock in clay if given enough time. So caught up in her fantasizing that she was only dimly aware of her own strangled moans beginning to fill the cave.

“Oh goddess above I needed this.” She moaned, her hooves barely able to keep a grip on the slick stone floor.

Silver chuckled, giving her ass a firm smack. “Well keep it down would ya? I really don't want to get caught balls deep inside you.”

Cherry shuddered at the thought. “You better hurry up then, because I need to feel you inside me.”

The male grunted, pressing his hips forward and causing another surge of cock to plunge deep into the mare’s now well stretched hole. Cherry was only barely able to hold on, sliding nearly an inch forward under the relentless assault of the powerful male. If there was any doubt he was as strong as he looked, it was gone now and Cherry wondered if she could even take the full force of the male’s strength.

That didn't matter now though, she had something else to focus on, namely the feeling of her stomach bulging as her flesh stretched and contorted. Reaching down, she expected to feel that her belly had become distended slightly, but even that couldn't prepare her for how truly warped her body had become. She could feel the massive head of her lover in exquisite detail through her skin, her body having become altered by the male’s massive erection. Feeling lower, the female could even feel a few inches of his cock through the walls of her skin, making her gasp in surprise.

Sure there had a been a few strange sensations coming from her midsection but nothing that would make her assume her body was being changed this much!

The brief bout of panic passed quickly though as Cherry quickly surmised that it must have been something that Celestia had done to her, as she felt no pain from the extreme stretching. Stranger still, she felt as though she had so much more space left inside her, as if she could accept another cock inside her pussy without being harmed. She pushed that thought aside, focusing instead on the feeling of the second foot of dick slipping past her aching lips and into her cunt.

The male had grown bold over time, and was pushing in several inches at a time, intent on bottoming out inside her relatively quickly. An action Cherry endorsed whole heartedly, pushing back against him and beginning to rock her hips in order to encourage more of that giant cock to enter her aching depths.

Silver Anvil grunted, working more and more of himself inside her, until he was startled to feel his medial ring brush against the mare’s folds. He paused for a second, wondering if he was taking things too quickly for his new lover. Only for a hard buck of her hips to alleviate any such worry, and the stallion rolled his eyes and chuckled, amazed by just how accepting the mare’s body was.

With his medial ring now firmly inside her, he didn't have much cock left that wasnt swallowed by the insatiable mare, and he could already feel an orgasm beginning to grow at at the back of his mind. If he had the presence of mind he would have blamed it on the new growth spurt he had, but without such time for excuses he bit his lip and tried to think unsexy thoughts.

With her lover suddenly stopping, Cherry perked up. “What's the issue lover boy? Run out of dick already?”

“I was just thinking that this might be a mistake.” He hesitated a moment before shaking his head. “My output is massive and you might end up immobile for lack of a better word.”

The mare shrugged. “Just cum outside, it can't be that hard right?”

“I mean I’m pretty fucking big. I don't know if I can pull out in time.” Silver Anvil remarked. “Maybe I should just give you a hoof job or something.”

“No!” Cherry yelled, turning back and glaring at her new lover. “Don't you dare do that. You will fuck me until your about to cum and then do your best to pull out.”

“Alright.” He shrugged. “Don't say I didn't warn you though.”

“Just fuck me already.” She whined, pushing back against him.

Her small backwards push proved to be a good idea, as his next thrust would have toppled her if she hadn't accidentally braced for it. As such, the mare was forced to grip the ground with all her might, barely able to stay standing while his hips came down over and over, driving the last foot of cock past her lips and into her depths. The feeling of fullness that came with feeling so much cock inside her was nothing compared to the sensation of complete and utter completion that came with his hips meeting hers.

The strange sensations assaulting her mind were unlike anything she had ever felt, and even when she felt as though her mind could not feel anymore pleasure she slipped forward and felt her breasts begin to get pressed against the floor. The accidental rough treatment her tits were receiving was beyond compare, and the mare was only barely aware of the fact that milk was being forced from her body and was now pooling on the ground. Not like it mattered though, as she was far too gone for such a thing, a vicious orgasm tearing through her body and leaving her a drooling mess.

Her tongue fell from her mouth as her eyes rolled back in her head, the mare’s mind only barely keeping it's grip on consciousness amidst the earth shattering pleasure she was feeling. Only through a combination of luck and preparedness was she able to stay standing under the barrage of thrusts that left her body stretched and wracked with pleasure.

Silver Anvil wasn't doing much better, and only the knowledge that he might be caught at any minute kept him standing and focused on not simply losing himself in the moment. His hips meanwhile, had gained a mind of their own and they drove forward relentlessly. Slamming against the mare’s generous ass and causing his engorged nuts to smack audibly against the mare’s breasts, inadvertently causing a spurt of milk to erupt from her nipples every time they connected with a wet slap.

Cherry Jubilee was dimly aware of her stomach stretching even more, the massive indent nearly coming all the way up to her ribs, amazing her with the fact that she was even able to take such a pounding at all. If there was any doubt that her body had been irreversibly changed it was gone now, and the mare couldn't help but wonder what other changes might have occurred to her if she had stayed trapped in that strange white room.

Even the creeping dread that came with such a realization was not enough to make Cherry consider for a moment stopping or even slowing down. She not only wanted this, but in a strange way she needed it. The emptiness inside her had bounced back quickly, and she could feel a yawning void deep in her guts, begging the mare to let it be filled by uncountable litres of spunk from wherever she could get it. For a moment she panicked, wondering if Silver Anvil would walk away without filling her. In that moment she honestly considered seducing anypony she could find or even a wild animal if necessary.

She pushed that thought aside though, a plan forming already in her mind.

The male grunted, his grip on her hips tightening. “I’m close.” He called, straining to keep himself from coming right then and there.

“Just a little more!” She called, redoubling her attempts to thrust back against him. “I’m so close.”

“But I-”

“Don't you dare stop!”

The male hesitated a moment before shrugging and continuing to pound into her with all the force he could muster. Even as he felt his orgasm begin to rise, and the sound of their collective moans becoming loud enough to no doubt hear outside the cave, he continued.

“I’m cumming!” He yelled, his balls beginning to audibly churn with seed.

“Do it!” She cried back. “Fill me with your seed!”

With one last grunt, his balls began to empty as untold litres of semen began to erupt into the furthest depths of the mare’s cunt. Cum production the likes of which would put a young dragon to shame was suddenly brought to bear against the pony’s comparatively small body and within three twitches of his cock she already felt stuffed to capacity.

The mare was dimly aware of her stomach rounding out as it was forced to expand beyond it's normal limitations but even that was only a drop in the bucket for what came next. She noticed her body began to rise slowly, making her think that Silver had picked her up. A glance over her shoulder told her that he was draped over her back, a dumb expression on his face.

Looking down, she quickly realized what was happening and she stared in shock as she felt her body continue to rise, being lifted from the ground by the male’s titanic load stretching her belly. “Woah.” She muttered, running a hoof over the taut surface of her gigantic belly.

She stared in wonder as she continued to grow and grow, until finally it stopped only when her belly now hung past her knees, joining her breasts. “That's crazy.” She prodded her belly absently. “I don't feel a thing.”

“What are you…” The male blinked. “Wow. That is crazy. It's not painful or anything?”

“No. In fact it feels kind of nice really.” Cherry remarked, prodding her belly again. “I feel so full and… warm.”

“Huh.” Silver shrugged. “Well, we better start draining you, or we’ll never get out of here.”

“Wait!” She cried, placing a hoof over his. “Just, wait a minute okay?”

“Fine. But only a minute. We have to get moving again.”

The stallion sighed, resting a sliver of his weight on the mare’s back as they both lay there contently. As the silence began to stretch on, Cherry Jubilee felt the joy that came with being so utterly full begin to fade and she sighed, knowing she wouldn't be able to experience such pleasure for a while at least.

In an effort to drag the moment out a bit longer she perked up. “How did you break out anyway? Those cells were loaded with so many redundant locking mechanisms that I struggle to imagine how you did it.”

Silver Anvil shrugged. “It wasn't too hard really, I just pulled the old sick prisoner routine. Now hold on a second while i pull out.”

Cherry grunted, the sensation of his thick head being dragged through her passage tempting her to try and go for round two, despite the certain capture such an act would no doubt end with. Finally, when she felt his thick length pull free from her depths, she sighed and slowly pushed her way up, standing on her own hooves for the first time in several minutes.

She was curious as to why she didn't feel any seed running down her legs, but she was more curious about something else a little more pressing. “Is that really how you got out? Because I tried that same routine and some unicorn just scanned me through the bars.”

She slowly turned to look him in the eye, catching a brief instance of panic that he was quick to suppress. “I guess there wasn't a unicorn on staff for my block.” He shrugged. “Some stupid pegasus came in to try and check on me.”

Cherry lifted an eyebrow, subtly moving a little closer to the exit, though her newfound bulk made that difficult. “But when you first sprung us you came out of the cell next to me. Remember?”

“I-er..” He stuttered, rubbing the back of his neck, only to perk up. “That was just someone else I sprung, they ran off right away.”

Cherry shook her head slowly. “There was only one exit.”

Silver frowned, staring directly into the mare’s eyes. “Oh fuck it.”

In a flash of green the stallion’s fur was gone, replaced by hard black chitin and a wide, fang filled smile. “So, you figured it out eh?” The changeling chuckled, watching as Cherry limped away, her belly making movement a labor intensive act.

“S-stay back monster!” She cried, trying to keep one eye on him while also making a beeline for the exit.

“Oh is that really the tone you should take with the father of your foals?” He chuckled as the mare’s face darkened, realization settling in for the first time. “And trust me, there will be many, many foals.”

“N-no, that's not true it can't be…” Cherry glanced down, only now realizing that her womb felt strange, as if something had closed it with some sort of sticky substance.

“You know it's true.” The changeling laughed cruelly, easily keeping pace with the slow mare, prodding her backside every few steps. “Why don't you lay back down so I can put a few more in you? I bet it would feel even better the second time.”

“Leave me alone!” She screamed, stumbling over her own hooves as she neared the exit.

The changeling chuckled and with a flash of his magic she felt her back legs get yanked out from under her, leaving her prone and unable to resist his advances. “Don't worry my sweet. I didn't break the rules just for a single round of fun.” He licked his lips and mauevered himself between the mare’s legs, a long thin tongue licking between the folds of her pussy. “When I’m done with you, you’ll be begging me for more.”

“P-please, I have money, businesses. I can give you whatever you want just please-”

“Oh would you give it a rest.” The changeling sighed, using his magic to hold her lips shut. “There we go, now let's get you nice and wet.”

Cherry thrashed, attempting to kick her captor, but between the changeling’s strength and magic the effort was a wasted one and she was left helpless as he slipped behind her and began to slowly insert his tongue into her still distended pussy. Looking back at the cave entrance her eyes went wide, as a small pair of bright blue orbs peaked out from around the corner. Unfortunately the instant she raised a hoof, they disappeared and with them, the last bit of hope she had left.

“That's a good girl. Give in, and accept your new lot in life.” The changeling whispered, his magic running through her mane and down her back. “Your nothing more than a baby factory now.”

Cherry’s cries dulled, and her head fell, despair creeping in. Yet even then, there was some part of her that was not upset by this change, and it began to whisper, telling her of all the pleasure she would be witness to.

And in time, that voice became her voice, and she became everything the changeling said she would be.

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