The Big and Cuddly Ursa Minor

by Foal Star

Chapter 1: Trixie's new predicament

Trixie slowly awoke the next morning, and much to her surprise, was a giant breakfast buffet laid out in front of her. Quietly standing up, she gazed in awe at the long buffet table, which stretched all the way to the now sunlite cave entrance.. Trixie blinked asked herself, “Where did all this food come from?”

She went up to the table and looked over the food. From Pancakes drizzled with syrup, eggs sunnyside up, french toast, and glasses of orange juice lined along the long table, there was almost no end in sight. The drooling hungry mare smiled and squealed, “Somepony made all of this for The Great and Powerful Trixie! Trixie must find whoever made this and make them Trixie’s assistant but first Trixie shall eat.”

With her magic Trixie slowly picked up a fork and knife and was about to feast on the extravagant breakfast, when the food suddenly disappeared. All Trixie received was a blast of ice cold wind, sending her shivering into a ball on the floor. She shivered

“What’s going on? Where did Trixie’s breakfast go?”

The mare was then suddenly lifted into a purple furry blanket, wrapping itself around the whimpering mare.Trixie then looked up and saw Twilight’s smirking face, but it oddly looked more like a bear’s than a pony’s.

Said face was currently looking at the blanket clad magician, giggling at her confused expression, “Aww is the hungry and cold Trixie tired?”

Trixie glared at her with a stern gaze and shouted, “Twilight Sparkle? What are you doing here!?”

Twilight gave her a motherly gaze and cooed, “Oh hush little Trixie mama bear is going to make everything better.”

The monstrous version of Twilight opened her mouth and a giant long pink tongue fell out. Trixie shrieked and tried to pull away, but was helpless as the slimy covered muscle licked her body…

---

Trixie woke up with shock, feeling something wet and rough rubbing her coat with a slurping sound coming after each lick. Her eyes shot open to see a blanket composed of shimmering starry purple fur. The sight, while eye catching, prompted to the mare to shirek in terror,“What in Equestria!”

Her body promptly rolled over, only to be met with a soft sea of purple fur, falling into it with a soft plop.

She turned over as her eyes came face to face with the Ursa Major! The beast was monstrous, towering over the mare at least a hundred times over. Trixie could only gape in terror as she looked up into the creature’s giant, dull yellow eyes and red pupils. It’s body was fat and bulky, with a giant set of fangs that grew from it’s upper lip, and a giant blue star on it’s forehead. The sight of the titanic creature froze the poor mare in place barely able to form any thoughts or words. ,

“Oh my Celestia, when Twilight said the Ursa Minor was a baby I never imagined the parent could be THIS massive. And ponies actually believed I beat something like THIS!?”.”

A gentle hisss broke the silence and echoed throughout the cave, making Trixie to look down between her legs and saw the stream of piss dripping down her coat making her whimper. The Ursa Major eyed the soiled mare, lowering it’s massive right foreclaw towards her, prompting the magicians to scream and curl up like a mouse. However,he Ursa Major gently lifted the frightened magician up,placing her next to it’s soft, furry chest. Trixie turned to face, it again gulping in fright.

,”Um...Mr .Bear don’t eat Trixie please.”

The massive beast looked at the blue mare with confusion, before without any warning, began it’s thick tongue, slathering the frightened mare’s face with it’s tongue. Trixie groaned as she felt the creature’s massive tongue move along her back and fur, covering it in a thick coat of saliva. . When the licking thankfully ceased, Trixie put a hoof to her face, feeling the slime covering, replacing her previous fear with clear disgust. , “Ugh gross! Stop licking Trixie!”

The beast only offer low, guttural grunt, followed by another lick to Trixie’s cheek, prompting the mare to shout in anger , “You stop it this instant or you will be sorry!”

The giant bear simply lowered its head to where it’s single eye was at level with Trixie, before it gave a deeper more threatening growl.Trixie’s confidence and voice quickly shrank, as she managed to whimper out, “ T..Tr...Trixie is sorry.”

The magician almost regretted backing down, as she found herself enduring another tongue bath, which didn’t stop until she was coated in a second skin composed of bear saliva.a. When the Ursa Major finally finished the tongue bath and slowly placed Trixie back on the ground with delicate ease with saliva dripping from her coat and she coughed and wheezed, “Wh...Why did you do that?”

The Ursa Major growled and then turned its forelegs, before slowly picking something up in the far corner of the cave. That something, was big, blue, covered in stars and all too familiar to Trixie. Much to her surprise, it was the same the Ursa Minor that attacked Ponyville not two days, now being cradled like a toy in the massive claws of its larger twin. Trixie could only shudder and whisper in horror, “Ponyville is so lucky those stupid colts didn’t upset th...this thing.”

The Ursa Minor squirmed and groaned waking up from its nap, but the Ursa Major didn’t care and went to work taking it’s tongue out and slathering the smaller Ursa’s coat with saliva. Trixie just blinked wide eyed,fear painted across her face as she watched the strange scene before her.

”Wait...if the Ursa Minor is a cub….then that would make the Ursa Major…”

Trixie looked down near the Ursa Minor’s underbelly and saw something that confirmed her suspicions , “The Ursa Major...it’s...it’s the Ursa Minor’s mother? And...and…”

The mare paused and thought back to the hulking mother bear licking her fur and cuddling her. Then the answer came to her,“Does she think that the Great and powerful Trixie is a Ursa Minor cub!?”

Trixie turned her attention back to The Ursa Major, now finished giving the Ursa Minor a bath, if it’s shiny and slick fur was any indication. The mother bear then placed her cub next to Trixie and the younger beast’s prompt growl of anger made the small mare fear for her life.Surprisingly., the Ursa Major growled at the bear cub who responded with evident confusion across it’s face.. She snapped back at him, leading to a conversation of grunts and growls Trixie couldn’t hope to understand. Instead she merely observed the strange conversion taking place. “What in Equestria could they be talking about?”

As if to answer her, Ursa Minor began to snort and stomp about like a angry toddler. The Ursa Major shook its head, let out a loud grumble that echoed throughout the cave, effectively ending the conversation. The pair turned their attention to Trixie, lept back out of fright and stammered at the massive eyes now glaring at her.,

“Oh don’t mind that… it was just Trixie’s stomach growling.”

The Ursa Major gave a few snorts that sounded like a chuckle and slowly took the mare into her claws. Trixie closed her eyes and groaned “Not another tongue bath!”

However, Trixie was lowered to the beast’s massive breasts shoving the helpless mare into soft fleshy mounds. Trixie eyes grew wide when she saw where she was and shouted in protest, “No! no way Trixie is getting breastfed!”

But through all her protesting and kicking her face was pressed into the right one and her mouth clenched onto a nipple making hot cream shoot into her mouth. Trixie squirmed but the giant paw she rested in, holding her tightl. The frightened mare’s eyes went wide and in her mind she screamed,“This is so gross and embarrassing! The Great and powerful Trixie won’t drink milk from a teat!” She tried to push herself from the fleshy mound but the claws that held her grew tighter to the point that she couldn’t move. Trixie closed her eyes and took a deep breathe, stopped struggling and started to suckle gently at the nipple getting squirts of fresh warm milk with every suckle. The exhausted and embarrassed magician could only sigh as she pondered her situation, “This is so disgusting! But it looks like Trixie doesn’t have a choice.”

The magician continued suckling the teat as she heard another growl right next to her and the magician turned her gaze and saw the Ursa Minor right beside her suckling on the left side of his mother’s breast. He turned towards her with a angry gaze glaring back at his new rival. Trixie just rolled her eyes and turned away thinking, “It looks like the Ursa Minor still doesn’t like Trixie. But Trixie is betting he can’t do anything with his mom watching.”

---

The once Great and Powerful Trixie was now slowly suckling on the teat drinking up warm creamy milk like a newborn foal. However, there was something with the milk, Trixie could feel her body becoming extremely full to the point of feeling nauseated. Yet, every time she felt like pulling away, the warm creamy taste of the milk ceased all thought of stopping, and she continued to suckle. After a few hours of this Trixie pondered the situation with her body feeling dreadfully ill and thought to herself, “There has to be a way to get out of this. Maybe I can show this Ursa Major that Trixie drank enough and Trixie can stop.”

The magician stopped suckling the milk all at once and removed her mouth from the nipple with a pop. She then heard a low growl and the Ursa Major turned to glare at her. Trixie groaning from the milk patted her stomach whimpering “Th...the ..Great and..P..P...Powerful Tr..Trixie thanks you for the milk but Trixie is f..full...Trixie can’t drink anymore.”

All of a sudden Trixie felt the milk come up through her mouth and gagged throwing up milk all over the ground. The Ursa major looked stunned and with a massive paw grabbed her and with it’s tongue began to lick the mare again. Trixie let the tongue bath precede smirking at the sensation.,

“Well its better then being breastfed at least.”

That thought process was quickly reversed, when she was quickly shoved back to the teat and her mouth went over the pink fleshy nipple again. Trixie shook her head and pulled away shouting in anger, “Stop it, Trixie is not hungry anymore! Trixie is sick from all that stupid milk already!”

The Ursa Major just snorted and shove Trixie into her breast again. Trixie kicked and screamed but the mother bear wasn’t letting up. Trixie turned to the nipple she grumbled but placed her mouth on it once more and started suckling again. Slowly and surely the exhausted and bloated mare started to feel drowsy. “Maybe after some sleep Trixie can find away out of this cave. When Trixie does she’ll get her revenge on this Ursa Major for this humiliation. Someday…” Her thoughts were cut off as her eyes slowly closed, being began lulled into a deep slumber.

---

A few hours later Trixie woke to a gasp feeling something poke her back and yet again could only see the sea of purple star filled fur. The mare wiggled and squirmed but something shifted around and she groaned as her body felt tender to move.

“What happened? What’s going on!?”

Trixie giggled and grunted until she found her way out of the mountain of fur,d poking her head out gasping for air. Trixie took some deep breathes before worming her way out of the underbelly of the Ursa Major. When she finally broke free she squealed “Yes Trixie escaped!’

Quickly clamping her mouth shut as she remembered her situation, she turned to pair of bears, thankful for what she saw. The Ursa Minor snuggled into his mom’s belly with a paw in his mouth slowly sucking on it. The magician smirked at the scene and scoffed, “So a Ursa Minor really is just a baby afterall.”

The mare then turned her attention to escaping the cavern and steadily crawled away from the slumbering bears and then she suddenly fell backwards with a gasp and onto the stone floor with a plop. Trixie was stunned and looked down at her legs and gasped to see that they grew plump, a belly protruded outward rounded with blubbery fat. The astonished mare gently took a hoof and rubbed the belly moaning a little at how tender her body felt. Slowly, she took her hooves and touched her fattened cheeks rubbing them to feel how soft and tender they are. Lying there Trixie could only whisper, “Wha..what’s happened to The Great and Powerful Trixie’s body?”

The chubby, confused mare got back on all fours and started to waddle away as fast as she could towards the entrance of the cave. The trek was quite difficult, with her belly swaying back and forth, making a strange e squelching noise that echoed throughout the cave which each wobbling step. Trixie also started to feel the affects of the excess weight, her body was slower and she was already heaving from walking a short distance. The mare paused and plopped onto the stone floor with a grunt to catch her breath.

She sat there wheezing trying to maintain her breathing. ,”Don’t worry about it, Trixie just has to get out of this cave first. Then Trixie can fix whatever is going on with Trixie’s perfect body.”

With some difficulty the magician grimaced as she stood on all fours again, with her body shaking from carrying the excess weight. She continued waddling towards the mouth of the cave until her hooves felt soft grass and she gasped in shock to feel how gentle and soft the grass felt on her pudgy hooves.

The mare looked around her, the dark trees, birds chirping, and the sun slowly rising above the horizon of the Everfree Forest. Trixie took a deep breath of fresh crisp morning air, letting out a contented sigh. “Alright Trixie got away from those disgusting Ursas. Now Trixie just have to find a way out of this accursed forest.”

Trixie slowly waddled through the wood, with only that sounds of her squelching fat breaking the silence. But she eventually found a small pond and and jogged clumsily towards it, still grunting heavily due to all her extra weight The mare sweated profusely before reaching the pond. However, when she finally looked into the calm waters, she recoiled in shock at her reflection, showing just how much an impact her weight gain had affected her. The sight brought Trixie’s anger to a boiling point, prompting her to shout loudly to the sky above. “It was that accursed Ursa Major’s milk that did this to me! I swear The Great and Powerful Trixie will destroy that monster for this!”

Then a shadow rose over her, bringing the mare to quiver as she turned to find thee Ursa Major now towering over the magician. Trixie screamed and started to run in fear but was scooped up by the Ursa Major’s massive claws, and the lumbering beast carried Trixie back into the cave and plopped the chubby magician right next to her still sleeping son. Trixie cursed and slowly turned to the bear and with a sheepish expression gulped and asked in the sweetest tone possible,”Um...Mrs.Ursa Major?”

The hulking purple bear grumbled and turned towards the magician. The Trixie gulped and asked,”Um Ursa Major T..Trixie is not a cub or a baby. Trixie is a full grown mare… Please Trixie just wants to leave.”

The giant bear growled and sniffed her and nudging her to the giant bed of moss and leaves. Trixie rolled her eyes and groaned then shouted, “Trixie, is not tired! I don’t want a nap!”

The Ursa Major raised itself and gave a loud roar,making Trixie whimper and tremble in fear as another hisss echoed throughout the cave. Trixie slowly peered down too see more urine dripping onto the stone floor below her hooves, and started to tear up, “Wh..why is this happening to Trixie?”

The Ursa Major gave the mare a warm smile before picking her up into its claws and stumbled back into the moss and leaves. The mother bear began to lick Trixie again, who was too stunned and scared to care as thoughts raced through her mind, “What’s happening? Why is Trixie losing control of Trixie's bladder? Why is Trixie growing pudgier? Something weird is happening and Trixie needs to escape.”

Trixie was so consumed by her own thoughts she barely realised that the Ursa Major was done cleaning her and was laying down with the mare and her cub, cuddling them near her ocean of fur. Trixie turned to the Ursa Minor still snoring deeply and she whispered in a frightened tone, “But even if Trixie does escape, what’s going to happen to Trixie’s body until then? Will Trixie become a Ursa Minor too?”

Comments

[bronyclone1497]

I love this story when is the next chapter?

[Yosh-E-O]

The Everfree Forest is certainly filled with many a magical mystery. Something makes me think the reason she was mistaken for a cub was her clothes. Being she is blue and had stars on her garments definitely could lead up to such confusion. The mysteries of how creatures, like the Ursa Major, work in the Everfree Forest also makes the idea of her transforming make a lot more sense, too.

What made this chapter a winner, to me, is how many times Trixie had to humble herself. She knew she needed to get out but also knew when to accept it in lieu of her life being on the line. I'm sure this would be difficult on one, like Trixie. This situation makes what happened with her and Twilight seem like a massive double-whammy for humiliation.