"Thank you for coming at such a late hour, Fluttershy."
"Oh, it's no problem. I'll be back in the morning to check on Opal again, just to be sure."
"Alright, good night then," Rarity yawned.
"Good night."
Fluttershy turned away and the light from the boutique disappeared as the door closed behind her. The moon was full tonight, and the stars shined bright with small patches blotted out from the sparse cloud cover. The air was still and the crickets chirped loudly as she walked by.
"Good evening, little crickets." She said and the chirping grew louder. She carried on for another moment, but as she passed a dead end alleyway, a slight rustling caught her eye. It was coming from inside the alley. She stared down the darkened pit, fear and better judgment enshrowding her mind, but curiosity got the better of her. She entered the narrow space and as her eyes adjusted to the drop in moonlight, she saw a cat was making the noise in the loose trash bags. It ran from her as she got closer, further into the alley, and stopped behind a dumpster before turning its watchful gaze back at her.
"It's alright, little kitty. If you're looking for food I have some back at my cottage."
"That sounds nice, can we come too?"
Fluttershy jumped, the cat ran out the alley, and Fluttershy turned to see two stallions had entered.
"Um, well, it's cat food, so..."
"That’s alright," the one on the left said. "We can fend for ourselves tonight." The both of them started moving in on her.
"W-well then, far be it that I keep you from your late night meal," she backed up against the wall. As they drew closer she could smell the alcohol on their breath.
"That's exactly what we were thinking." They stopped a couple feet from her.
"T-then I guess I'll j-just get on my w-way home n-now, m-my animals n-need to be taken care of early in the m-morning..." she tried to find a way around them, but they were very big. Both were almost a head taller than her, and she could tell they either did a lot of construction or farm work.
"We'll have you home soon enough, don't you worry."
The stallion on the left, after a brief moment of hesitation, advanced on her. She started to scream, but a large hand clamped over her mouth and the other arm drew across her chest. After a few moments of squirming around she reluctantly submitted, not that she could do much to help herself now, even her wings were useless right now. The other one lifted her shirt, just under her bra, grabbed her waist and started to rub her smooth abdomen, all the while Fluttershy's muffled whimpers could be heard. Then his hands grabbed her waistband and despite having resigned herself to this she kicked the stallion in the face, causing him to throw his head back and howl in pain. Unfortunately, the other stallion had a firm hold on her and she still couldn't escape.
"Hold her still, would ya?" The downed stallion said, and the one holding her drew his leg across both of hers. "I like girls with a little fight in em, but I don't need that right now," the stallion said, rubbing his nose. He knelt back down and grabbed her waistband once more.
Then Fluttershy felt something new come over her body. A warm, tingling sensation first in her legs, then radiating across her body. As her pants slid down her thighs, her leg shot forward, knocking away the one stallion's leg and hitting the other one in the chin this time. Instead of falling back, however, he flew ten feet towards the alley's exit.
Fluttershy and the stallion holding her stared in amazement at what just happened, but something else grabbed her attention. Her head slowly rose up his chest. His arm around her chest was being slowly pushed down and away. Her sleeves tightened around her arms and rode up to her shoulders. Her wings rose higher up his chest and she felt something come over her as they rubbed against his body. Suddenly they erected and threw the stallion against the wall.
She looked down at herself and saw and felt her shirt and pants were tighter. Her chest stretched out in front of her, her biceps stretched her sleeves out and her thighs stretched out her waistband. She noticed a faint purple aura shimmering around her and then she watched as her body started to shrink. Soon she was back to her original size, her pants now slipping off her legs, and the warm feeling left her body.
Fluttershy fell to her knees and started bawling. She hugged herself and fell forward, her wings covering her like a blanket.
"Fluttershy!" She jerked up and stopped crying and through watery eyes she saw something purple sitting next to her. A hand touched her arm and she flinched away. "It's alright, Fluttershy, no one's going to touch you."
Bursting into tears once more, she buried her face in Twilight Sparkle's chest. Twilight wrapped her arms around Fluttershy and pulled her in closer, then she started stroking her mane. They sat like this for a few moments longer, Fluttershy's cries dying down to whimpers and sniffles.
"Come on, let's get you home."
They got up and left the alley, with Twilight using a wing as a blanket for her friend. Fluttershy hugged Twilight's waist tightly and tried to hurry along, in case those stallions decided to get back up. Her crying gradually disappeared, but they heard several noises along the way, each time sending Fluttershy back into her friend's chest, quietly panicking.
Otherwise she calmed down. She became quieter, and their pace hastened. Soon enough, they found themselves outside her cottage. Twilight opened the door, closed it behind them, and led Fluttershy to her couch.
They sat down and Fluttershy buried her face in the mare's lap. Her tears had dried up, but she still sobbed every couple of moments. Twilight gently stroked her mane, and she felt a furry object nestle into her chest, which she hugged gently closer.
They sat there for over an hour. For the first half Fluttershy would think about the past events and return to a sobbing mess, and Twilight would rub her back to calm her down. Eventually, though, she became totally relaxed and the tears stopped.
"Are you okay now?" Twilight asked.
"I-I think so," she said as she sat upright, trying not to wake Angel.
"Would you like to talk about what happened?"
"Oh Twilight! It was terrible! I saw a stray cat in an alley, and then these two stallions showed up and...and..." she almost started crying again, but Twilight put her arms around her.
"It's okay Fluttershy, they can’t hurt you anymore."
"But I hurt them! I didn't mean to do it, I just wanted them to stop!" This time she did start crying.
"You just did what you had to. It’s their own fault they got hurt."
"I don't even know how I did it. One minute they were...h-holding me, and the next they were on the ground."
She found herself fighting for oxygen now and took a moment to relax. Images of that scene flashed in her mind, of the stallions being knocked away almost effortlessly. dhe remembered the warm feeling she felt, and suddenly Twilight's strokes felt more sensual.
"There was this tingling that went through my body. I felt it begin just before I kicked one of them. It continued while the other one was holding me and I felt my clothes get tighter. Then my wings shot out and somehow I think I was taller, because everything else seemed to be lower than normal." Twilight stiffened and pushed away from Fluttershy, who couldn't help but want her friend to stroke her wings more.
"That could be growth magic. It made you bigger so you could fight them off. The tingling was probably your clothing run along your body as it grew." Twilight said, who barely seemed to focus on Fluttershy.
"Really?" Fluttershy reviewed the memory over and over in her head, that warm feeling getting more vivid everytime.
"There was this warm feeling as well. It felt...nice."
"I-it did?" Fluttershy saw Twilight's eyes widen and focus on her.
"Y-yes. I didn’t feel it before, but I can remember it now."
Fluttershy and Twilight sat there for a moment in silence. As Fluttershy remembered the sensation, it started to radiate from her mind down her body. She looked down as she could now feel her wings and chest start to tingle. It was a new feeling than before, and not as strong, but it also felt...nice.
But not nice enough.
"U-um, Twilight?" She looked back up to see Twilight snap back to focus on her
"Yeah Fluttershy?"
"D-do you think you could perform the spell?"
"The growth magic?"
"Y-yes."
"What for?"
"I-I just want to see if it was the right spell."
"From your description, it is definitely the right spell."
"I-I guess, but I think it would be better to make sure. You can do it, can you?"
"Y-yes, I think I can. Alright, if you really want to." Twilight’s horn began to glow and the warm feeling returned.
Once more, Fluttershy felt her clothes become tighter, first around her ample chest and wing holes, then around her waist and thighs. Her head began to rise above Twilight's, who stared at Fluttershy intensely. Fluttershy sensed something in those eyes, but turned her attention back to her own body. She watched as her breasts swelled outward, blocking even more of her lower body from her sight. She put her hands out inches from her bust and they slowly reached the growing palms. They started pushing her hands further away, and she felt they were firmer than before. She felt her sleeves ride up her arm, and her bicep filled the sleeve almost immediately.
She heard a rip come from her sleeve, and the warm feeling stopped almost immediately. She looked back at Twilight, whose horn stopped glowing as she bowed her head. Fluttershy now sat a head above Twilight, but she turned back to examine her now enlarged body.
Her shirt was stretched out across her chest, which stood out nearly a foot from her body, and she felt cool air on her exposed abdomen. Her pants hugged her legs much tighter now, and her waistband was stretched out further than normal. Her new size was almost as sensational as the growing was, and as she ran her hands over it, she felt ecstatic. Her bra straps dug into her shoulders, but only one thing seemed to bother her now.
"Twilight?" Twilight turned to look at her, but stopped halfway up her torso and her eyes snapped to the two mounds in the now small shirt.
"Um, Twilight?" She came to again and immediately redirected her gaze back to the floor.
"Sorry!"
"Twilight, is there something wrong? Why did you stop?"
"Nope! Nothing's wrong. I-I just didn't want you to rip your clothes, that’s all!"
"Oh..."
"I mean, if you got any bigger your clothes would rip right off and you'd be..."
"I'd be what?"
"You'd be..."
"Naked?"
"...yeah. I just know how much you hate undressing around anyone, so..."
"It's okay, Twilight. I don't mind."
"Y-you don't?"
"N-not really. They've already been too stretched out to wear at my normal size. Besides, I know that's not the reason, Twilight." Fluttershy put a hand underneath Twilight's chin and turned her gaze to her own.
"You just don’t want to see me naked. Well, you want to, but you don’t know how I'd respond." She moved her hand to the back of Twilight's head, who leveled her sight to the mounds underneath the shirt. Her eyes glossed over.
"I know this is turning you on. I know you want to see me rip right out of my clothes." She spread her wing out around Twilight's back and gradually, gently pulled her in.
"You don't have to be afraid, Twilight. I don’t mind. In fact," Fluttershy stopped her just centimeters from the right melon. "I actually quite like the idea."
A moment passed before the aura surrounded Fluttershy once more, and the warm feeling filled her. Fluttershy felt her tits slowly engulf Twilight as they tried to occupy the space her head was in and Fluttershy tightened her hold on the shrinking body.
Then she heard her shirt begin to rip. It began at the sleeves and quickly traveled to her collar. The shirt ripped all across her chest, but did not fall off, her breasts making sure of that. She felt her bra straps dig further into her back and shoulders before promptly snapping right off. Her bra fell, bringing her shirt with it, but Twilight kept the right side from the floor.
Fluttershy gently pushed her away and threw her torn clothing to the side. Twilight stared intently at Fluttershy's tits and a ping of embarrassment ran through her mind, but she refused to stop. For Twilight's sake.
"Y-you like what you see, Twilight?" She said, giggling. She brought Twilight back into her timid embrace, this time directing her to the nipple, which Twilight immediately latched onto. Fluttershy then brought Twilight's hand up to her breast and started rubbing it around in circles. This combined with the feeling of growing was almost enough to bring Fluttershy over the edge.
Fluttershy laid back on the couch, which was sagging under Fluttershy's new weight, and Twilight continued to fondle her growing tits. They were firm and bigger than Twilight's head now and her nipple filled the unicorn’s mouth more fully with every second.
Then her attention was directed to her tearing pants. They had been riding up her calves and stretching across her hips so far, but they seemed to have reached their limit. A tear began on either stitch of the leg and slowly rode up. Once they reached her knees, a new tear began at the bottom of her crotch.
"TWILIGHT STOP!"
Fluttershy pushed Twilight off her, who flew into the air, just barely regaining control before she hit the wall. She gently landed on the floor, while Fluttershy sat upright and hugged her knees to her chest, as tight as they would allow.
"Fluttershy, what's wrong?"
Tears began to well up in her eyes again, but she refused to start crying. "N-nothing! I just don't think I'm ready to be completely naked yet. I-If that's okay with you, that is."
"No, no. Whatever makes you comfortable is fine with me, heheh."
"Thank you. We can continue if you like, it's just, I think it’d be best if I kept my pants on."
"T-that's alright. I should be getting home anyway."
"Okay, but what should I do about my size? I can't get into my bedroom at this size."
"The effects of the spell will wear off in about an hour, but you'll have to stay down here until then."
"Can't you shrink me now?"
"It's better to just let the spell play out. I might end up messing something up."
"Oh, okay."
Twilight headed for the door. As she opened it she said, "Good night."
"Good night."
Twilight closed the door, leaving the giant Pegasus alone in the dark, sitting in the middle of the living room. It wasn't long before she began running her hands over her body. She was slim for her size, except her breasts, butt and thighs. She seemed to have packed on more muscle as well, her abdomen showing a full set of rock hard muscle and deep grooves. While her breasts were massive, they seemed to be held up rather well, barely sagging to her stomach. She cupped them in her hands, barely covering the areola and hardened nipples. She witnessed her biceps bulge as she raised her arms. She wrapped her hand around the muscle and flexed it as hard as she could. Her hand filled with bulging muscle, and it barely got around half her arm. Her forearm was just a little bit smaller, and tapered smoothly to her wrist.
Then she turned to her legs. The massive thighs were still covered by her sweatpants, but her calves were just as large as her biceps. Her gaze traveled to her crotch, which had a great big, dark, wet spot on the crotch. In the center was the stitch where the final tear had begun. She stared at it for a moment, knowing what would have happened if it was allowed to grow. It sent a chill down her spine, but not in a good way. Not this time.
She then snapped out of her reverie and raised her hands to her chest again, this time rubbing them down into her pectorals. With each pass over her nipples, the pleasure grew. With the pleasure grew the volume and frequency of her moans. She felt new juices flow out from between her legs, warm and musky scented. She then lifted one tit up to her own mouth and began sucking on it. Her tongue drew circles around her areola while her other hand pinched and kneaded the other tit. She ground her thighs together and with these three motions she slowly took her pleasure higher and higher until, with a loud moan, she brought herself over the edge. Her thighs squashed together as she hugged her tits tight into her chest. She fell to the floor as her juices emptied out in a pool, soaking the rest of her pants in the hot, messy liquid.
As she lay there, she started feeling very cold. She broke out in a cold sweat, and it was the second greatest sensation she ever felt. She reached up to her breasts again, but found she had to travel farther to reach them. She looked down and watched as her mountains shrunk back into hills, slowly allowing her to see her feet, legs, and stomach. Her pants now clung loosely to her thighs and crotch.
She gripped them and held them to her body as she got up, a difficult task after such a powerful orgasm. She slowly made her way up the stairs to her bedroom where she closed the door and opened her dresser. First thing she reached for was a bra. She put it on, but as she went to clasp it, she found it to be even harder than usual. After much effort, she managed to get the thing on, but it felt like it dug into her shoulders. The cups didn't seem to sit right either. Ignoring the slight pain, she selected a pair of panties from her drawer. She hesitated as she went to pull down her pants, but a moment later and she was hurriedly pulling up the clean pair. Unfortunately, this seemed to be a bit smaller on her as well. It didn't dig like her straps, but she filled the undergarment more than she ever did. She always did have a great figure, something she was often embarrassed of, especially when pointed out to her, but she was never quite this full.
Then she figured out why. The spell! It must have had some lasting side effects, and now she had the cull figure of both Rarity, and, just recently, Twilight. She felt herself up again and found that her body was full of lean muscle as well, like Rainbow and now Twilight. Fluttershy moved to the bed, which Angel had fallen asleep on, probably waiting for Twilight and her to finish. She picked him up and, while he never was really heavy, even for her, he was definitely much lighter than usual.
She got under her covers and tried to get comfortable, but her bra was beginning to get almost unbearable. She sat up and quickly unhooked her restrictive piece of clothing and immediately felt immense relief. As she let the garment drop on the bed, she realized her breasts did not sag the usual couple of inches, almost not at all. She went back underneath the covers, and as she ran them up and over her breasts, she found them to be a lot more sensitive as well.
Before she fell asleep, her mind went back over her time with Twilight. She remembered every little sensation and feeling and she couldn't wait to feel them more. She wasn't sure if Twilight would consent again, but she would have to try tomorrow. After all, if her body got a boost after one time, think what more sessions would do. She wasn't usually one to care about her figure, but the enhancements came with intense pleasure as well. She wanted more, and she would get it tomorrow.