A Night On the Town

by Megapone

Rating: mature
Tags: Romance
Length: 9380

Courtesy of the royal stipend, Rarity's waistline has been inching out, bit by bit. What she doesn't know, though, is that Twilight finds her growing bulk a complete turn-on, and that tonight, she plans to take things further than ever befo

It's been over a month since Rarity and Twilight have started dating. For Equestria's newest princess, it's been a whirlwind of high culture, exotic ponies, and above all else, the food. Courtesy of the royal stipend, Rarity's waistline has been inching out, bit by bit. What she doesn't know, though, is that Twilight finds her growing bulk a complete turn-on, and that tonight, she plans to take things further than she ever has before.

Note: Contains weight gain, fat fetish, & F/F action. Feel free to steer clear of this fic if that doesn't exactly sound like your cup of tea.

Published 1970-01-01 00:00:00 UTC
Last updated 2013-10-09 04:40:01 UTC

A Night On the Town

Twilight pulled her hoof back from the door, waiting patiently as the bell rang. Carousel Boutique always had the most elegant door chime, she decided. Her own doorbell, back at the library, was a fairly dull ding-dong, whereas the Apple family usually only made do with a polished old brass knocker. She was fairly sure that Rainbow Dash's "cloud mansion" lacked any sort of doors in the first place, and they'd found that anything beside a light knock tended to scare Fluttershy into hiding. Rarity's, though...it was the kind of bell that sounded like it was playing a song, flowing across five chords as the eager visitor waited patiently on the front step.

Twilight brightened as the door opened, her eyes quickly swiveling down as she realized that her welcome was a tad below eye level. "Good evening, Sweetie Belle," she said. "Is Rarity ready?"

"For your date?" Sweetie Belle asked. She turned to look over her shoulder and hollered back into the Boutique, "Rarity! Are you coming?"

"Just a moment, dear! Just putting on some finishing touches."

"She's just putting on some finishing touches," Sweetie affirmed, giving Twilight a firm nod. "You wanna come inside and wait?"

"Oh, no." Twilight shook her head. "I'd rather give Rarity her personal space. Besides," she added, ruffling her wings. "It's a warm night out. It won't be any trouble."

"Suit yourself," Sweetie said, and closed the door with a click.

Twilight hummed as she waited. She'd only been able to pinpoint the song as one she'd heard all the way back at her coronation—or perhaps the following after-party—and had tried, and subsequently failed, to get it out of her head. It was a catchy enough tune, and she found herself tapping her hoof along to an imaginary beat as the seconds ticked by.

She stopped mid-verse as she heard voices inside. As hoofsteps approached the far side of the door, Twilight reached up reflexively to adjust her tiara. She'd rather not wear it outside of official functions, but Rarity had taken to insisting that she maintain a "proper royal decorum." After weeks of protest—in Canterlot, in Ponyville, and abroad—Twilight had finally given in, somewhat bemused at the weight that her marefriend seemed to give to the piece of metal.

Marefriend. She pulled her wings a little tighter, eyes sweeping across them to make sure she'd preened them enough. She wasn't worried about disappointing Rarity, per se, but...

Well, with a mare like Rarity, one quickly found a desire to please. There was just something about her stamp of approval that made Twilight glow inside, and she hoped that tonight would be just as pleasurable for the both of them.

Pleasure... A smile flickered across her face, and she stood a little straighter as the doorknob slowly turned to the side. That's tonight's theme, after all.

Twilight Sparkle always had a plan, and tonight was no different.

The door swung open, and Twilight stood at rapt attention.

There was something about Rarity that made her every entrance an Entrance—capital E, mind you. There was something in her gaze, in her walk, that made all heads turn toward her, and Twilight found her eyes drawn to her marefriend's body in both platonic and more...physical ways.

Her eyes were beautiful, as they always had been: a bright, clear blue that shone against her pure white coat. That lavender mane drew the eye, bouncing as it did over her shoulder and flowing across those elegant curves.

Twilight licked her lips. And oh, what curves they were.

Rarity had never been an unpretty mare; where Applejack, for example, was all muscle and right angles, Rarity was a creature of elegance and grace, her coat soft and smooth. At one point, she had been the picture of a Canterlot model: not bony or hard but full, with a figure that emphasized every point on her body. She still held that stunning beauty, of course, but in...a different way.

Twilight felt a bit of sweat on her forehead and she lifted a hoof to wipe it away, adjusting her wings around her dress. It was similar to the one that she'd worn to her brother's wedding all that time ago, but Rarity had insisted on making it fresh—new, she'd said, with a whole new style of chic. It fit snugly, with a certain amount of flair that was the Carousel Boutique norm. Rarity's dress, however, brought a whole new meaning to snug.

Straining fabric wrapped around a protruding belly, with inseams sinking into soft flesh. The curves of cloth running across her rump looked fit to burst, with a fullness and roundness that could rival any basketball. Here and there, a button could be seen, straining to hold onto the bit of thread that was the only thing standing between her dress and empty space.

Months of dining on the pleasure of Twilight's royal budget had given Rarity a whole new appreciation for some of the finer things in life—namely, gluttony. They'd been to the most famous café in all of Neightaly, to the original pizza shop of Manehatten, and even to the finest bistros of Prance. It wasn't long before Rarity had lost all her inhibitions, ordering with, with what seemed like wild or even careless abandon, every delicacy or gourmet dish that she'd been unable to try in Ponyville. Twilight was left to watch, with growing shock and—to her surprise, arousal—as Rarity ballooned, her drooping stomach forcing the scale down with each new week's gain.

Rarity was fat, and Twilight Sparkle was determined to love every inch of her new—and growing—body.

"Good evening, Twilight."

Twilight's eyes jerked back up toward Rarity's face, and she barely managed to withhold a blush from staring at her marefriend's prodigious size before even meeting her eyes. "Good evening," she blurted, that damned blush coming to her cheeks anyways. "Are you ready to go?"

That smile could light up every corridor of Canterlot castle. "Of course." Rarity turned to nuzzle the bag hanging over her generously sized shoulder. "I've got my purse and—oh!—my new dress." Her smile spread a bit wider, and she did a little half-turn to let Twilight see the whole thing. "What do you think?"

Twilight gave a silent prayer of thanks for being allowed—prompted, even!—to let her eyes roam across every bit of Rarity's rounded body. The dress was of simple-enough make—it was a deep shade of green, with a curve over one shoulder—but from the way that it was pushed outward by the roundness of Rarity's body, it was clear that it had been designed with a much smaller frame in mind. Rarity's belly hung low between her legs, stretching the fabric and leaving absolutely nothing to the imagination.

And that flank. Twilight bit her lip, doing her best to block out the stream of obscenities trying to make their way through her mind. She felt a light wetness between her legs and let out a silent curse. Where other "big-boned" mares often lost themselves in a mess of sweat, folds, and stretch-marks, Rarity's divine figure had somehow managed to survive an extra eighty pounds, still curving and flowing as though she'd just stepped off of the display stage of Fancy & Fleur.

"It's beautiful," she finally said, tearing her eyes away from Rarity's hindquarters as her marefriend completed her turn. "Absolutely stunning on you."

Rarity giggled. "Oh, you're just saying that. Now tell me—what did you have planned for tonight?"

“You know that new restaurant over on Crescent Street?” Twilight asked, turning to go. Rarity followed beside her, belly slapping against her thighs with each step she took.

“The Swan?” Rarity asked, eyes lighting up. “Center of haute couture and fine dining? I’ve heard that they’re booked for the next two months! You actually got us seats?”

“Better,” Twilight said. She flashed Rarity a grin. “I know the owner—he used to live in Canterlot before moving to Ponyville. We’ll have the place all to ourselves.”

Rarity stopped flat. With all of that lost momentum, Twilight could see the extra flab smacking against the back of her legs, skin rippling beneath those taut curves. Her grin widened as she imagined how much more beautiful Rarity would be after tonight.

“You mean to say,” Rarity said, her voice barely above a whisper, “that you got us prime seats—alone!—in one of the most prestigious, well-rated upcoming restaurant in all of Equestria?”

Twilight nodded. She felt like her grin would split her face in half.

“You didn’t,” Rarity gasped. “You did! Oh, Twilight, that’s simply wonderful!”

They rounded a corner. Ponyville was beautiful in the evening, with light from each lamppost casting the streets into a mixture of white and shadow. The cobblestones felt good under Twilight’s hooves, and the pair drew a little closer as they passed beneath one of the flickering cones of light.

“I knew you’d like it,” Twilight said. “We’re almost there.”

The Swan was by no means a large restaurant, but what it lacked in size, it more than made up for in class. From the moment they walked in, Rarity was full of "oohs" and "ahs," wondering at the multitudes of paintings decorating the walls even as she marveled over the make of each chair and table. It was clear that the owner of the restaurant had spared no expense in its creation.

The two were given a seat right in the center of the dining room. Happily enough—for Twilight at least—the place was as empty as she'd been promised. A smile spread across her face and she shot Rarity a look as the two of them perused the menus. It looked like they had the restaurant all to themselves.

"Oh, my," Rarity said, her hoof going to her padded chin. A few jiggles spread out across her neck as the hoof made contact, though not nearly as many as Twilight would have liked. "Imported tofu and tempura from Neighpon? Neightalian cuisine? Even—" Her mouth widened, and she looked up at Twilight, gaping. "Subcontinental, too! Twilight, I didn't think that there was a single restaurant in all of Equestria that served dishes from Saddle Arabia."

"It is a rare find," Twilight agreed, "but we're lucky enough to be here during their Cultural Diversity week. It's a promotional event to try and get customers to come in and try something new, and we just so happened to get our seats on the night when their kitchen was ready to make everything on the list."

"Curries...alfredos...cheeses—my goodness." Rarity apparently hadn't heard her, as engrossed with the menu as she was. "Twilight, I don't know how to decide! Everything on here looks so...so..."

"Good?"

"Scrumptious!" Rarity exclaimed.

Twilight chuckled, her heart fluttering in her chest as she called up her magic. This was it. "What if you didn't choose? Why not try everything on the menu?"

Rarity looked positively appalled. "I couldn't possibly! Not even a sampler would be enough, and even so, I'd be sure to fill up after only two or three dishes, let alone—" she paused, scanning the menu "—twenty-three! Twilight, do you even—"

It was easy enough to tune her out. Thankfully, with her current fixation on the contents of the menu, it was easy enough for Rarity to miss the glow on Twilight's horn as she cast her first spell of the night.

Rarity froze mid-word.

"Sorry—what was that?" Twilight asked, struggling to keep her widening smile in check. "I didn't quite catch that."

It was barely a heartbeat later that a monstrous grumbling echoed across the table; Twilight's eyes actually widened. She hadn't expected that much, though it certainly wasn't unwelcome.

Rarity stared down at her rumbling tummy with similarly wide eyes, and then looked back up, blushing slightly. "You know," she said, patting one of her rounded, rosy cheeks, "Perhaps I will try a bit more than usual tonight. I feel famished."

"Excellent!" Twilight clapped her hooves together. Finding that appetite-enhancement spell—usually reserved for underweight ponies, or for athletes trying to put on extra muscle mass—had been a surprise boon. It looked like it'd worked on Rarity beautifully, though it remained to be seen how...sizable the portion increase would be. Twilight might have put just a little more juice into it than required, but really, with tonight's expected conclusion, it was certainly justified.

With a smirk, and the barest nod toward the door to the kitchen, she said, “You might be interested to know that I suspected as much, so I told the chef that he might want to have some dishes prepared in advance. And look,” she said, feigning disbelief, “here they come now.”

Rarity watched with wide eyes and an ever-louder stomach as a trio of stallions—waiters by their uniforms—trotted out of the kitchen and into the dining room. They carried wide trays on their backs, easily holding three or four plates of appetizers apiece.

A line of drool, unbidden, seeped out of Rarity’s mouth as the servers set the dishes down on the table. Twilight smiled, savoring the smells filling the room.

“Bon appetite!”

Rarity was starving.

In her time as Twilight’s marefriend, she’d learned to allow herself to appreciate her more physical needs—sleep, hunger, etcetera—but she’d never felt the pure need for nourishment that filled her body right now. A hoof went down to pat her rounded tummy as it begged to be filled. She licked her lips, eyeing the multitude of dishes before her. How to start—the mozzarella sticks? The mini-quiche? The cheese sampler? She could have simply died right then and there out of sheer indecision.

Her stomach quickly made the decision for her. Horn lighting up nearly automatically, Rarity floated a mini-quiche up from its place and over to her mouth, saliva building up in her mouth as she took in its salty, cheesy scent. The crust looked perfectly shaped, exquisitely flakey, and buttery as—

Oh, to Tartarus with it. She popped it in her mouth.

Almost instantly, she found herself overcome by the flavor. This was like no quiche she’d ever tasted before. The cheddar, the spinach, the mushrooms, the eggs—the eggs were divine! It was, undoubtedly, the best thing she’d ever eaten. Chew, chew, swallow—

She met Twilight’s eyes. “Fabulous?” her marefriend asked, a smile tugging on her lips.

Rarity nodded quickly, her gut already singing as it digested her first morsel of the night. “Fabulous,” she echoed. ‘Oh, I simply must try another—”

The second hors d’oœuvre proved just as incredible as the first. The third—even better. Soon, there was a blur of flaky, buttery appetizers flying through the air and into Rarity’s mouth. Chew, chew, swallow. Chew, chew—wipe mouth—swallow. However hungry she might have been, there were still certain niceties to be observed. Etiquette couldn’t be abandoned: not even in times of great gastrointestinal poverty. Besides, the napkins were too well made not to be used.

In what seemed like no time at all, the mini-quiche were gone, vanished into Rarity’s stomach. Then came the mozzarella sticks. Her cheeks bulging, she wasted no time at all infilling her mouth with the lightly fried treats, cheese and marinara sauce flying with wild abandon.

She swallowed and then paused, blinking down at the now empty-plated. Surely she couldn’t have eaten that quickly—but no; the appetizers were gone. Perhaps Twilight…?

But no: Twilight’s own plate was empty. Instead, the alicorn was watching her with a deep, heavy-lidded look.

“Mmph—“ Rarity grunted as she wiped her mouth with a napkin as she took a deep draught of water. “I’m terribly sorry, Twilight. I didn’t mean to…well.” She flushed, cheeks burning. “Pig out like that.”

“Don’t worry about it,” Twilight said. “That’s what we’re here for, isn’t it?” Her smile stretched from ear to ear, and she reached out a hoof to pat Rarity’s thicker arm. “Eat all you want—it’s enough for me to just to see my marefriend enjoying herself.”

“Oh, thank you, Twilight.” Rarity’s stomach grumbled again, and her eyes widened. Glancing down at her rounded belly—already protruding a bit due to the abundance of calories she’d stuffed down in the past minute alone—she realized that she felt just as hungry as before, if not more so. “I feel like I could eat a house.”

“Even after all that?”

Rarity nodded. As if to echo in agreement, there came a sharp, stinging pain in her stomach, and she winced, She managed to offer Twilight a weak grin through her fleshy cheeks “I’m afraid so. It seems we made the right choice in coming out tonight.”

She missed the sparkle in Twilight’s eyes, and the smirk that flashed across her face. “Don’t worry about it, Rarity,” Twilight said, taking her hoof in her own. “Eat all you want. The royal budget can more than handle it.”

Rarity gave a tentative nod and turned back to the remaining appetizers.

It seemed that there’d been a few that she’d missed. Pierogies, seaweed-cakes, beer-battered tofu… Her mouth watered uncontrollably. Slowly, savoring the smell, she lifted a piece of tofu to her mouth and took a deep, long whiff.

And then she was off.

Watching Rarity eat could only be described as a religious experience.

Plate after plate of food vanished down her gullet, her cheeks bulging as she chewed, stuffing more and more into her mouth. The tofu vanished, and then the pierogies, and then even the bagel pizzas that she’d doubted that Rarity would touch in the first place. The waiters kept coming out, rotating every minute or so as they brought out new trays heaping full of food. Rarity was a veritable machine: no sooner had a new plate of food been set before her than it was wiped clean, with only crumbs to speak of the remains.

And Rarity’s figure was showing the effects of her appetite, too. With each bite, it seemed, her belly swelled outward a bit more, getting a little rounder, a little plumper. Her belly bulked up a little more with each swallow, and soon enough it was straining against the confines of her already-snug dress. Here and there, a button could be seen pushed to its breaking point, with a widening amount of white space pushing between its seams as Rarity’s belly grew and grew and grew.

Twilight bit her lip, struggling to contain her arousal as yet another round of appetizers disappeared into Rarity’s mouth. She felt a drop of moistness between her legs and then, when Rarity wasn’t looking—which admittedly wasn’t difficult, preoccupied with eating as she seemed to be—wiped it away. The edge of her hoof brushed against her thighs and she shivered, imagining those legs swelling outward, growing as they were filled with food and fat.

Ri-i-i-ip. Twilight’s ears perked up, her eyes widening as she heard the telltale noise. Rarity was still entirely occupied with a bowl of wild-rice soup—guzzling it down, her stomach swelling with each gulp—and one of the seams on her dress had ripped right over her stomach. Through the new hole, her belly button was just barely visible, the flabby flesh around it pushing through and into the air.

Rarity sighed, leaning back in her chair. She patted her rounded belly, seemingly ignorant of its sudden increase in mass. Her belly jiggled with each pat, its taut surface nevertheless rippling with flab and fullness.

She gave a loud belch and instantly blushed, her cheeks turning a bright red. “That was…simply wonderful, dear. I never knew that food could be so…”

“Delicious?” Twilight offered.

Rarity nodded.

“Well, I’m glad you liked it,” Twilight said, that smile tugging at the corner of her mouth again.  “Because that was just the first course.”

A deep moan came from Rarity’s mouth. As she leaned back, eyes closing, her chair creaked beneath her much larger weight “Oh, I don’t know. I feel like I’ve eaten—“

Twilight’s horn flickered again, casting the appetite-increasing spell again. She made sure to at least triple it in magnitude.

Rarity’s eyes fluttered open, a fire burning in them. “—like I’ve eaten nothing at all. “

“That’s the spirit!” Twilight said. “Waiter?”

One of the stallions—a unicorn, dressed in a smart-looking suit and a bowtie—appeared before them. “Dinner is served, madam,” he said, his moustache twitching above his lip. “Would you two ladies care to follow me to the private dining room?”

Rarity moaned, her eyelashes fluttering. "Oh, I don't know," she murmured, her hooves kneading her enlarged belly like dough. Bits of flab fell over her flanks, touching the chair and drooping past her seat. "I just feel so...big. I don't know if I could move."

"You can do it," Twilight said. She got up out of her own seat, trotting over to Rarity's side. "Here—let me help you."

It took some effort—Rarity was no small mare, and her oversized stomach proved to have much more inertia than Twilight had anticipated—but with the added help of the waiter, they managed to remove Rarity from her seat and place her on the floor. Thankfully, her rump hadn't grown enough to become stuck in the chair. Twilight bit her lip, struggling not to go too far down that particular fantasy.

Not yet, at least.

Rarity's flabby hooves hit the ground and she gave a grunt, the extra fat on her cheeks jiggling up and down. Slowly, they managed to lead her out of the main room and toward the wide double-doors that marked The Swan's private dining room. Rarity's low-hanging belly slapped against her sides with each step she took, hanging more than halfway down to the floor. Twilight let her eyes roam over her marefriend's larger form, feeling that wetness between her legs return with a vengeance. Those several pounds of appetizers were clearly evident, with each new lump of fat seamlessly and cleanly curving along the sides of her rounded body, hanging and bouncing in time with her pace.

Her Cutie Mark was nearly twice the size of Twilight's, her flanks bulging and hanging down over her thighs. Rolls of flat cascaded across her sides, and she was already forming something of a double chin, it seemed. Twilight could scarcely believe that this was only the first course—she was already aroused beyond all belief, and she wanted nothing more than to jump Rarity right then and there.

Instead, she settled for a chaste kiss on her marefriend's cheek as the waiter went to open the door for them. "Enjoying yourself?" Twilight asked.

Rarity took a deep breath, evidently out of breath after that "small" journey across the room. "I—I wouldn't think it possible to enjoy such horrible gluttony," she said, licking her lips. "But I just feel so hungry, and the food is so good... You're sure that Princess Celestia doesn't mind you spending the treasury's money like that?"

Twilight rolled her eyes, placing a hoof around Rarity's wide neck. "I'm a princess, silly. And I'm sure Celestia wouldn't mind—she knows how love can be. Hearts and Hooves chocolates, extra flowers..."

"Love," Rarity murmured.

Twilight smiled. "I love you, Rarity. You know that." She leaned in for another kiss—

—and Rarity returned it with a vengeance, the two of them pressing their lips together. Rarity's mouth was so soft, which Twilight really should have expected, their mouths sinking together as their tongues met. Twilight closed her eyes, keeping herself pushed to Rarity's face as she tasted her, Rarity tasting her in return—

"Ah-hem."

The two broke apart, blushing madly. "Er," Twilight stammered, glancing over to the waiter again, "Sorry."

"Yes," Rarity murmured, gazing dreamily into Twilight's eyes. "Very sorry indeed."

The waiter coughed. "Now, if you'll just follow me? The main course is ready to be served."

Rarity peered in over the waiter's shoulder. The door to the next room was very slightly ajar, and a welcoming golden light seeped through between the cracks. Her stomach grumbled again—how could it possibly still be hungry, especially after she'd eaten enough hors d'œuvres to feed a family of five?—and she felt her mouth start to water as she detected each scent wafting through the air. Salty, buttery, sweet smells all mixed together to make a delectably saliva-summoning combination.

The door creaked open, and she peeked in past the waiter. Her mouth fell.

A table the size of the Princess' personal dining table sat in the center of the room, groaning with food. Dishes, plates, and bowls of every size, shape and color were piled high on its surface—she thought that she could almost see the wood bending beneath the massive weight. Pasta, pizza, carrots, apples, breads, cheeses, baked goods... It was nearly too much—too much food to handle—and her eyes nearly rolled up into her head at the thought of consuming so much.

"How does it look?" Twilight was beside her, her foreleg sinking into Rarity's soft, fleshy neck. Rarity swallowed, sweat beading on her forehead.

"It's...beautiful."

The waiter led her to a comfortably sized seat at one end of the table. It was right beside a much smaller, normally sized one that was clearly meant for Twilight. Rarity let out a small grunt as she plopped herself down onto the chair, her flanks wobbling as she tried to wedge herself into a more comfortable position.

She looked back up at the mountain of food before her and froze as Twilight took her own seat. "There's...so much," Rarity murmured, a drop of saliva running down her cheek.

Twilight wiped the drop away with a pat of her hoof, softly rubbing Rarity's flabby cheek. "Just try it one thing at a time," she said. "One dish at a time. What would you like to try first?"

Rarity's eyes scanned the table, her stomach now all but screaming to be filled with the ocean of delectable goods waiting before her, begging to be devoured. "That one," she finally said, pointing to a bowl of linguine. Her horn flickering to life, she floated the bowl over to her—the serving bowl, too! Not even a smaller plate! She was too hungry, though, to be shocked by her gluttonous audacity—and began to eat.

And eat, and eat, and eat.

Twilight watched with warm satisfaction as Rarity dove into the mountain of food she'd asked the chef to prepare. She'd been worried that there would be far too much, but with the way that Rarity was eating, it seemed like there wouldn't even be enough to satisfy her!

The appetite-increasing spell had done its job perfectly. Second by second, Rarity shoveled more food into her mouth, cramming dozens of calories down her throat without a second thought. Dozens of calories became hundreds, and then thousands, and Twilight watched in amazement as an entire casserole vanished into Rarity's gullet in the space of just a minute.

It was entrancing to watch as food vanished into Rarity's gaping maw, the unicorn's belly plumping up with each morsel swallowed. Her dress was just barely hanging on by this point, with her round, flabby body poking through numerous rips and tears. It seemed to swell outward with each breath she took, pound by pound melting over her already-fat frame. Twilight watched, licking her lips as Rarity's stomach bulged further, filled with countless dishes and delicacies—she had to dodge to the side twice to avoid a flying button that had been snapped off by the full tension of Rarity's enormous gut—and thoroughly hypnotized by the rhythmic shoveling of food into her marefriend's mouth.

Soon enough, it became apparent that the second spell she'd brought along was doing its job as well. Normally, a pony's metabolism would work far slower than necessary to digest such huge quantities of food, keeping it in a huge, taut, bulging stomach before processing it and producing extremely large amounts of...waste. With this piece of magic, though, Twilight thought with a pang of arousal, Rarity's body would work overtime, incorporating each and every calorie into the beautiful—and growing—piece of work that was her marefriend's fat, flabby frame.

She could even watch it in action. With each gulp, Rarity's body seemed to grow. Dishes were cleaned, whole orders disappearing into Rarity's stomach. Rarity's double chin grew out in full before becoming a triple, with deep, sagging flab that somehow managed to remain clean despite the huge quantities of food flying above it. Her flanks and thighs blew out until they drooped completely over the sides of the chair, her seat creaking beneath her enormous weight. Her hooves became a blur, working in tandem with her magic to shovel as much food as possible into her mouth. Rarity's legs looked like enormous marshmallows, padded with extra fat and plush, like clouds.

And those flanks! Her rump rose up higher and higher into the air, her cheeks growing and bulging with fat until they were larger than anything that Twilight had ever seen on a pony's rear.

Her stomach was by far her most impressive asset, though. It strained against her dress—by now, barely a few tatters of fabric struggling to hold her massive bulk in—with each fold and bit of flab falling over her legs until they were nearly invisible. Twilight watched in amazement as Rarity's telekinetic grasp pulled the tablecloth closer to her with each gulp, her mouth widening until it seemed as though she could consume a single dish in one gulp. Emptied tureens and clean plates were laid, scattered and forgotten, on the floor, with Rarity's monstrous appetite refusing to rest until every morsel had found a new home in her blossoming body.

And then it happened: Rarity's enormous gut became simply too large for her dress to hold. With a final, echoing ri-i-i-i-ip!, the final sash burst from her enormous chest, with each tattered bit of cloth fluttering down to the floor or becoming lost in Rarity's wide folds of fat.

Rarity's horn flickered, but only sparks came out. With a heaving grunt, she lurched forward, her hooves straining uselessly toward her next dish.

It was of no use. She'd grown so huge that her hooves barely reached over her first folds of fat. Her stomach was gigantic, its every fold bulging obscenely into space. Her Cutie Marks had become so large as to be the size of large melons, and her thunder thighs were bigger than any that Twilight had ever seen.

Her magic spent and her physical energy sapped by the huge amounts of food resting in her belly, Rarity nonetheless did her best to reach the next course: a full pot of celery stew. "So...hungry..." she grunted. Sweat was visibly beading down her face, her front teeth biting over her lip. Her chins flapped and jiggled with each lurch she made, her stomach rippling as she tried to force her way through its gelatinous mass.

In a flash, Twilight was at her side. "What's the matter?" she asked innocently.

Rarity's titanic stomach rumbled once more; it was a huge, powerful sound that echoed through the room. "Need...more," Rarity grunted, the appetite-increaser giving her a single, all-encompassing focus. If Twilight hadn't known that the spell would wear off come morning—and had she not found it as hot as hell—she might have been worried about this all-consuming obsession. As it was, she was more turned on than anything else. "Hungry...can't reach..." One of her flabby hooves flopped uselessly over her powerful belly as if for emphasis, sending jiggles through that mountain of lard

"Here." Twilight walked to Rarity's side, her own horn glowing. "Let me help you with that." With a flash of telekinesis, she hovered over a bowl of freshly salted hayfries. The scent made her nose twitch, and her own stomach grumbled, but she felt that Rarity had eaten enough for the two of them by this point.

Rarity grunted, her eyes screwing up as she tried in vain to lean toward the bowl.

"You want me to feed you?"

Rarity nodded. "If...if you wouldn't mind, dear," she managed to stammer out, huffing and puffing with each word. "Just...just a bit more."

Twilight grinned. "I'd be happy too." Reaching down into the bowl, she took a single hayfry into her mouth. She leaned forward and allowed Rarity to take the other end, the unicorn slurping happily at her newest treat.

Their lips met as the hayfry disappeared down Rarity's gullet. Twilight leaned in further, her tongue probing into Rarity's mouth as her hooves traced circles over her marefriend's chubby cheeks. Rarity's breath was warm on her face, and Twilight drank in her flavored taste as their tongues met, running across each other as the two pressed even harder against each other.

Rarity's tongue pressed deeper, almost hungrier into Twilight's mouth, pushing and probing as the two exchanged crumbs along with saliva. Twilight leaned in even closer, her chest rubbing against her marefriend's much larger stomach, sinking into its enormous, soft weight as their lips pressed even closer together. She felt it: a sharp, burning heat between her legs, her marehood dripping onto the floor beneath them as their tongues dueled for control. It was a like a flame burning between her thighs, wanting more of Rarity, wanting more of that enormous, beautiful mare—

And then she pulled back, eyes wide and mouth hanging slightly open. A thin line of drool ran between their mouths, and Twilight absentmindedly lifted a hoof to wipe it away.

"Are you still hungry?" she murmured.

Rarity nodded.

A soft smile crossed Twilight's face, and the light returned around her horn. "Well, we can't have that," she said softly, levitating over the bowl of stew. "Let me help you."

She began to spoon the stew into Rarity's mouth, her marefriend eagerly gulping each heaping ladle down. Twilight's pace increased, pushing more and more food down her marefriend's throat by the second. Rarity whimpered as there came a pause between dishes, clearly wanting more.

They went on like this for what felt like hours, Rarity devouring anything that Twilight brought toward her. Twilight held a baguette over Rarity's face, teasing her as she whimpered up at it, straining to fit it into her mouth. Then, bite-by-bite, she lowered it down, letting Rarity fill herself up even more with every calorie possible.

On and on they went, with Twilight feeding Rarity what the latter's hooves could no longer reach. Rarity munched, chewed, and gulped everything that passed through her lips, and Twilight could almost feel that stomach growing beneath her hoof, her three chins soon growing a fourth as her flanks and rump swelled even bigger than she would have thought possible. "Big" Macintosh would have seemed tiny next to her, not to mention much lighter—"Big" Rarity was truly a sight to behold.

Eventually, however, the food ran out; the table was cleared. Rarity let out a low whine as nothing passed her lips for over ten consecutive seconds, and Twilight frowned toward the kitchen.

Dozens and dozens of emptied plates and dirtied silverware littered the floor, scattered to every corner of the dining room until the carpet appeared to be made of polished silver. Rarity had made sure to clean off every last drop—why waste food by being messy with it? But from the look in her eyes, it was clear that she wanted more—and more was what Twilight was sure to get for her.

"Waiter!" she called again. "Can we get the final course, please?"

In seconds, the trio of unicorns was back, a new horde of dishes floating behind them. "You called?" the first asked, straightening his bowtie.

Rarity's eyes went wide. Every manner of dessert was laid out before her, tempting her stomach with rich, chocolate-y goodness. A thick line of drool ran down from her face as she stared over heaps of chocolate fondue, across heaping cakes and towers of pies, around fruit and nut and chocolate pies whose aroma swirled around her nostrils and whispered into her ears, eat us—

Well, who was she to refuse?

She barely knew where to begin, but that hardly mattered. In a whirlwind of magic and fudge, Twilight seemed to set to work. Rarity was more than grateful for the help; she no longer cared, in her gluttony-induced stupor, why it was that she could no longer see or reach over her stomach. All that mattered was the food, and oh, such food it was.

Cakes and candies alike vanished into her gullet, stuffing her cheeks like a chipmunk's as she swallowed, barely even taking the time to chew. All pretenses of propriety and etiquette were long-since gone, leaving in their place only a monstrous and insatiable hunger. More chins grew over Rarity's face as Twilight stuffed her full with three pies, a tray of candied pastries, and an entire fruitcake. Her thighs drooped even further over her legs, her stomach growing and bulging with size until—

Crash!

Rarity's massive rear end smashed through the comparatively feeble wooden chair supporting it. Her weight was far, far too much for it to handle, and so, with a final creak, it lay pathetically beneath her enormous rump. She was so gigantic by this point, however, that she hardly even noticed it. The remains of her seat sunk deep into her fat, her Cutie Marks swelling above them until they were each the size of a pony's head.

There was but one priority in Rarity's mind, though: to eat, and eat, and eat. And eat she did, needing to feel full again, to stuff herself silly until she'd consumed every drop or morsel that this restaurant had to offer. Her titanic stomach roared in agreement, and her rate of devouring redoubled until it seemed that even Twilight's magic would have trouble keeping up.

Her cheeks drooped even lower, adding chins upon chins to her mountains of fat and flab. Her stomach bulged even larger than a pony, and her flanks and rump were so massive as to induce a heart attack in anypony who so much as glanced at them. Her belly churned with every bit of sweet, chocolate-y goodness that she'd stuffed down, digesting it into a smooth fat that seemed to flow back over her sides, increasing her weight even more, with each bite that she swallowed.

And still, Rarity ate on.

Twilight was having the time of her life.

She'd seen nothing like it before: Rarity's meal was something approaching a religious experience: a pilgrimage, if it could be called that, toward ever-increasing levels of size and gluttony. She felt that hot, searing want between her thighs again, worming its way all the way up through her body until she felt her mouth go dry with desire, her tongue licking along her gums as she imagined it working its way along Rarity's gorgeous folds instead, alighting upon each beautiful curve of that gigantic, bouncing body.

Before she even knew it, her hoof was between her legs. Twilight let out a low, moaning sigh before she'd even fully registered what she was doing. Watching Rarity eat was the most sensual, arousing experience that she'd ever seen, and the sensation was only enhanced by the knowledge that she, Twilight Sparkle, was the one making it happen.

The edge of Twilight's hoof teased across her marehood as she fed another slice of chocolate cake to Rarity, daintily dabbing her marefriend's mouth clean even as she pushed even further into herself. Playing with herself was no longer a distant desire: just as Rarity had given in fully to her animalistic instincts of gluttony, so too had Twilight given into full, unadulterated lust. None of the waiters were present, but if they had been, Twilight doubted that that would have stopped her. Her hooves brushed across her moist clit, her fur moistening even more as she imagined rubbing herself over Rarity's engorged stomach, those enormous love handles and flabby chest pushing against her labia as her hoof was right now.

Rarity ate on, completely ignorant as Twilight pleasured herself beside her. Twilight could feel that warm mass of fat against her fur; she could feel the way that her marefriend's gut plumped up even more with each swallow. Her hoof was fully wet, now, and she bit her lip, picturing Rarity's own massive marehood. How big had it become? How much more sensitive would it be, tender with flesh and fat?

Rarity let out a loud, long-lasting belch.

"Oh, my," she whimpered, looking down over her massive body. "I...I don't know if I can eat anymore."

Twilight snapped back to reality? "You what?"

"I...feel so full." Rarity belched again, her hooves flopping at her sides in a vain attempt to cover her mouth. "Is that everything?"

Twilight peered past her marefriend's swollen belly and back to the table. Every single dessert that had been laid out was gone, their plates stripped clean of any sort of morsel or crumb. Every cookie, cake, or pie had disappeared, vanishing into Rarity's growing stomach.

Except for one.

Twilight's eyes widened as she took it in, scanning up and down its enormous form. It was easily the biggest dish of the night: a full four feet high at the tip, and nearly that wide at the bottom. It was a chocolate devil's food cake that she'd specifically asked to be delivered from Sugarcube Corner, filled with chocolate ganâche, mousse, three different kinds of frosting, and every other kind of chocolate product that she'd been able to think up.

"One thing more," Twilight murmured, glancing back toward Rarity's gigantic form. "Are you sure you want to stop now?" For emphasis, she carefully levitated the cake over Rarity's quadruple chin, her fat wobbling in desire as a line of drool pooled from the prone unicorn's mouth.

"I want to," Rarity whispered, "but I'm just so full."

"What if I could help you eat it?" Twilight smiled, leaning in closer to Rarity's face until her lips brushed against those beautiful, sagging cheeks. "What if we could take it a little more...private? A little more romantic, even?"

Rarity hesitated, but then quickly bobbed her head. "Back...to the library, then?"

Twilight's smile widened. "Yup. And there, I'll help you down all of the cake that you can eat."

Thankful that she'd already paid off the bill—and given an enormously generous tip as well—Twilight raised her horn to the sky, the magic already beginning to form into a teleportation spell.

There was a flash of light, and they—two ponies and one cake—were gone.

They reappeared in a flash of purple magic, standing—or in Rarity's case, lying—in the middle of the library's main room. Twilight wiped her brow, feeling a bit of sweat there. Teleportation was proportional magic: the difficulty of casting a particular spell relied on how much mass the caster was planning to move. Owing to the mass-energy equivalence, more mass meant that more energy was required to cast the spell in the first place. With a glance over at Rarity's much larger form, Twilight confirmed something that should have been obvious:

She had moved a lot more mass than she was used to.

Twilight glanced back around the room, her face lighting up at the sight of the chocolate cake she'd brought along with them. Trotting over to it and lifting it into the air with a quick bout of telekinesis, she turned back to face Rarity—

—and froze. Rarity's eyes were wide, and she was staring down at herself as though she'd never seen her body before. Then...

Quiet sobs echoed through the room, shaking Rarity's gelatinous form. As Twilight crept closer, eyes wide and confused, she noticed big, fat tears rolling down Rarity's chubby face and disappearing between her many chins.

"Don't look at me!" Rarity said, squeezing her eyes shut. From the way her hooves jiggled uselessly at her sides, and the way that she flinched back from Twilight's gaze, it was clear that she was trying to hide her face. "Look away!"

"Rarity..." Twilight murmured. "What's wrong?"

Rarity wept even louder. "I—I'm disgusting! An enormous mass of hideous, horrid, blubber!" As if for emphasis, one of her hooves slapped her protruding belly, causing part of it to shake and slide over the rest of her gut.

"You're not—"

"Of course I am!" Rarity said, her flabby cheeks slapping against her chins. "Just look at me—a terrible, revolting glutton! I've become absolutely sickening!"

"You're not—"

"Oh, how will I go out in public like this?" Rarity gasped. "How...can I even move? What will become of my business? My fashion line!"

"Rarity—"

"And what will the girls think—how I've let myself go like this? Rainbow Dash will most certainly laugh, and Fluttershy—Fluttershy would be ashamed of me. I shan't be able to show my face ever—

"Rarity!" Twilight hollered. "You aren't even slightly ugly!"

That got her attention. Rarity paused in her self-pitying tirade, turning to face Twilight with wide, confused eyes. The dried remains of her tears still sat on her cheeks, and she hiccupped. "W-what?"

"I meant it," Twilight said. She took a few steps closer and laid a hoof on Rarity's massive—beautiful, enormous—stomach. The fat jiggled a bit beneath her hoof, seeming to slide at her touch. "I don't think you're ugly at all."

Rarity sniffed and hiccupped again. "That's very kind of you to say, Twilight, but—"

"I mean it." Twilight's voice rang through the room. "In fact, you're on of the most beautiful ponies I've ever seen."

Rarity stared at her.

"I've always known that you were...special," Twilight said, shaking her head. "There was always something about you—a kind of magic that I couldn't really name. But I told you back in the restaurant: it's love." She felt moisture in the corners of her eyes, and blinked it away. "No matter what, Rarity, I could never find you ugly."

Rarity took a deep breath. "...You really mean that?"

Twilight's eyes glimmered. "Absolutely."

"You don't know how much that means to me," Rarity said. Her eyes roved over her enormous thigh barely managing to see over her stomach. "Especially with my body like...this."

Twilight bit her lip. "Actually..." she began.

"Yes?"

Well, there was no point in hiding it. "Ithinkyou'reevenmorebeautifulnow," she said, all in one, heaving breath.

"...I'm sorry?" Rarity asked.

Twilight sighed. "I think that you're even more beautiful like this than you ever were before," she said, blushing. "There's just something about your sheer size that...well, gets to me. I can't tear my eyes away. When I said that you were the most beautiful mare I'd ever seen, that wasn't just from an emotional, romantic perspective." She coughed, averting her eyes. "It was from a...physical one, too."

Rarity stared, a rosy red rising to her own flabby cheeks. "Twilight...are you saying that you find my fat...a turn-on?"

"Uh." Twilight coughed again. "Maybe?"

Rarity raised an eyebrow. "Really."

"Really," Twilight echoed. "But—oh, Rarity. I’m so sorry for doing this to you. I should have thought about what you wanted, instead of trying to fulfill my own personal fantasies. I—" Her voice broke down as she remembered Rarity's sobs, those fat tears leaking down her eyes. "I'm sorry," she whispered, turning away. "I'm a terrible marefriend."

"No. No, you're not."

There was something in Rarity's voice that drew Twilight back to face her. Rarity's face was set into a chubby-cheeked scowl, and she gave Twilight a disapproving cough before continuing. "I'll admit that I was more than a bit...shocked, shall we say, at my abrupt change in girth. But Twilight...I cannot say that I hold different feelings than you. I love you—I hope as much as you love me. And..."

"And?" Twilight asked, blinking owlishly up at her. Rarity giggled.

"...If you do indeed find my new size...arousing, perhaps, then I'm perfectly happy with staying this way for your happiness."

Twilight's mouth formed a small "o." There was a momentary pause, the room going silent, before she started back up again at full speed.

"Oh, thank you Rarity—and I'm sure I'll find a way to fix this, if you don't want to stay this way. There's got to be a weight-loss spell, or maybe some other kind of derivative that can help. Oh! I can ask Celestia, or maybe Cadance—I'm sure that she—"

"Twilight!"

Twilight froze.

Rarity's voice was low, tinged with lust and need. "Kiss me now."

Before Twilight knew it, she was off her hooves and lying across Rarity's stomach, mashing her lips eagerly against her marefriend's.

Where earlier kisses had been chaste—formal, perhaps—this was now nothing less than completely animalistic. Tongues dueled for dominance as Twilight pressed her face even closer against Rarity's fattened cheeks, their hooves intertwined as Twilight's tongue slid over Rarity's flicking playfully across her gums.

Twilight moaned loudly; Rarity's folds of fat had managed to get right in between her legs, massaging her clit with the full force of that giant, blubbery mass. Her marehood teased against those mounds of fat, leaving thin trails of Twilight's pussy juice across Rarity's overstuffed gut.

Twilight pulled back from the kiss, her face sweaty, and her mouth panting. Rarity looked much the same, though with a damper face and a fire burning in her eyes.

"You brought the cake?" Rarity whispered. Twilight nodded. "Feed it to me."

"But you said—"

"Maybe I feel full," Rarity said. "But I'm sure with a little physical...persuasion, I'd find myself able to keep it down easily enough." She leaned in closer, her tongue flicking against Twilight's ear before moving further down her cheek, and then to her neck. "After all, you want...more of me to love, don't you?"

Twilight didn't need any more persuading than that. With a glimmer of purple magic, she lifted the cake up into the air, quickly dividing it into bite size—for Rarity, at least, with her grossly overinflated cheeks and wider jaw—pieces. Rarity held her mouth open, eagerly awaiting her chocolate-y treat as Twilight hovered it closer to her mouth.

"Oh," Rarity moaned as Twilight stuffed the first piece in. "It's so...good. But so...so full..."

Twilight didn't need to be told twice. Shifting herself so that her rear rested upon the folds of fat over Rarity's chest, she spread her hooves out over her marefriend's massive stomach and began to rub it gently, kneading it like dough. She moaned herself as the fat played against her labia, the feeling of being immersed amongst her marefriend's fat turning her on with a roaring crescendo of lust and desire. It was a fire burning between her loins: she wanted—no, she needed Rarity to be bigger. She needed to be satisfied.

She let Rarity's fat hump her marehood for a few more seconds as her magic stuffed another piece of cake down the unicorn's throat. And another. And another. Rarity took it all in eagerly, swallowing those few more pounds of chocolate weight, ready to see them spread all across her gloriously growing body.

"Why—" Twilight grunted in between moans—Rarity's fat seemed to fill her in a way that her own hoof never could. It was like an ocean, roiling and gurgling around her, growing to greater and more enormous sizes with each breath. "Why should I get all the fun?" A smirk crossed her mouth, and her horn lit up again.

Rarity let out a low, throaty growl as Twilight's magic began to rub her massive thighs against one another, their bulk catching her swollen labia in between and masturbating her with the full force of her own weight. "Oh, Twilight," she moaned, her hooves slapping against her sides and making her stomach fat jiggle as Twilight massaged deeper and deeper into her gut. "Don't stop. Don't ever stop."

Within another minute, the last slice of cake was gone—but neither mare was ready to stop yet. Twilight increased the speed of her telekinesis, rubbing Rarity's clit like there was no tomorrow. She felt herself bounce up and down on that giant, voluminous stomach with each breath as though it were a trampoline, vibrations rippling out across its surface with each subtle shift in her weight.

Twilight's eyes nearly rolled back into her head with sheer pleasure as Rarity dove headfirst in between her legs, managing somehow to lurch over her several chins to stick her tongue right in between Twilight's own swollen, lustful folds. Twilight cried out, her orgasm approaching as Rarity deftly played with her clit, her tongue masterfully teasing between Twilight's lips and digging deeper inside than Twilight had ever dared.

She felt it approaching: the climax, the inevitable orgasm. Her hips shook with increasing intensity, her every breath coming harder and faster as Rarity's tongue danced over her marehood. "I—I—" she moaned, unable to get the words out.

And then it hit her: the orgasm, rolling over her nervous system with the force of a tsunami. Her back arched as a bolt of electricity lanced through her spine, hooves digging even deeper into Rarity's enormous bulk as she climaxed, warm juices spurting out of her marehood and onto Rarity's eager face. Rarity kept licking, lapping it all up as Twilight's telekinesis sped up by reflex alone, her much fatter marehood red with need and arousal.

"Almost...there," Rarity grunted. Twilight readily obliged her. Her horn flaring as she dug her head into Rarity's bountiful gut, the fat flowing around her face like water, the slapping of Rarity's thighs and hip fat against her needful clit sped up until she was dripping wet, full of orgasmic desire.

Unlike Twilight, Rarity had no trouble getting the words out. "Oh—I'm—I'm cumming!" she gasped, her head jerking back as juices spurted out between her voluminous legs, coating her enormous thighs and leaking onto the floor. Her belly flopped, nearly tossing Twilight to the side with the intensity of her orgasm. Sweat streamed down those chubby cheeks as the full force of Rarity's orgasm hit her.

The two mares lay panting, Twilight still atop Rarity's giant stomach. Rarity slowly drew her face back until she was flopped down on the floor, head resting on her folds of neck fat as she stared up at the ceiling.

Things were quiet for a moment. Then:

"That was...intense," Twilight murmured, a small smile coming onto her face. She felt...good. It was like all of the tension had left her body. She wanted to just lie there forever, sitting on Rarity's belly as if it were a giant pillow, forever basking in the afterglow.

Evidently, Rarity felt the same way. "It was indeed," she replied.

Shifting her weight until she could look back in Rarity's eyes—those beautiful, blue eyes—Twilight just smiled into her marefriend's face. "Thank you," she said, fully meaning every word. "This has been one of the best nights of my life."

"And one of the best—er—of mine." Rarity did her best to smile in return. "Darling, I think I've come to realize why you found this—" she glanced over her massive bulk "—so arousing. It's already turning me back on again."

"Fancy another round?"

"Oh, no." Rarity shook her head, her giant cheeks bouncing. There was a thin sheen of sweat on her forehead. "I couldn't possibly. I'm...well, it's a lot of effort to even think about moving this body around." She slapped her gut for emphasis.

Twilight giggled. "I guess so. Maybe we just need some time to rest—to think."

"Mm," Rarity agreed. "Rest would be...lovely."

"Do you want me to help you move upstairs? I can set up the double bed."

Rarity looked stricken. "But—"

"Reinforced with magic, of course." Twilight's eyes glittered, and she chuckled under her breath. "I know what I'm doing."

Rarity sighed, rolling her eyes. "Of course, Twilight. I never should have doubted you."

Silently, Twilight leaned down to give her a peck on the mouth. Their lips touched, Twilight's brushing gently against Rarity's before she drew back. A light purple aura surrounded the two of them, and as Twilight leapt neatly onto the floor, Rarity's bulk lifted up into the air behind her, her oversized flanks still dragging on the floor.

"I love you," she murmured, turning around to meet Rarity's eyes.

"I love you too." Rarity smiled back at her, and in that smile was a promise: a wordless phrase that said, With all of my heart and soul.

Twilight felt a warmth in her chest, fluttering above her hooves. “Good night,” she whispered and, taking a step onto the library's staircase, turned out the lights.