Expanding Rainbow

by HP Lamecraft

Rating: mature
Tags: Rainbow Dash, Other, Caramel, Scootaloo, Sex, Zecora, My Little Pony: Friendship is Magic
Length: 6754

Rainbow Dash gets big and has fun. Macro request for a friend.

Rainbow Dash gets big! Sex with things ensues. Macro/growth fic written by request from a friend. First time doing anything in the field so it might be a bit rough around the edges. Proofed twice, if I missed anything please let me know. Constructive criticism is always welcome. Includes special guest appearance.

Published 2012-04-21 13:14:01 UTC
Last updated 2012-04-21 13:14:01 UTC

Chapter 1

"Am I the best pussy you've ever had or what?"

Rainbow Dash ground down against Caramel, sliding a hoof through her sweaty mane. Her other hoof stayed planted firmly on his chest as she rode on top of him.

'I've had better.' Thought Caramel. Of course saying so would result in bruising her ego and a severe case of blue balls.

"Oh yeah Rainbow, you're amazing." He said. He wasn't stupid.

"That's what I...mmmmmf...that's what I thought." She replied.

She wiggled her hips back and forth, grinding her hard clit against his groin. Her grin widened and she gave him an extra hard bounce.

'Not so rough you dumb bitch.' Were his thoughts. 'My last girlfriend just laid there and took it and she was better than you.'

"Oh Rainbow Dash...oh...yeah...just like that." Were the words that came out. Hey, sex was sex even if it was with an ego maniac like the town weather pony.

Rainbow Dash's grin widened. She raised herself up her haunches again and slammed herself back down. Apparently that was the new rhythm she wanted because she kept it up. She wasn't bad, Caramel had decided. Rough, unrefined, and she needed to have her self worth stroked constantly. But she was wet and hot and tight and ready to go. He grunted again as a particularly powerful thrust bounced his balls against the bed. OK, really rough.

"Yeah Rainbow...keep it up...you're so awesome..."

She was panting now, driving herself up and down on his shaft like a machine.

"Tell me...mmm...tell me how...oh...how awesome I am..."

"You're the greatest. You're so awesome it's mind blowing."

"Are you...are you gonna come soon?"

"Yeah. You're so good I'm gonna...I'm gonna..."

Rainbow Dash threw her head back and let out a long moan. Caramel sighed softly in relief. At least she was done with her ego trip and had gotten hers. Now he might be able to slow her down enough to finish. Even though she clenched and shivered around his shaft her attitude had kept him from getting off. She had stopped humping him so hard, that was good. She was...she was getting heavier. Caramel's jaw dropped slightly as her orgasm subsided. She was bigger. It was impossible but she was as big as him now. Even though he didn't consider himself well hung for a stallion her previously tight sex was now...well it was still good but he could tell she could take more than he could offer.

Rainbow Dash opened an eye and looked down at him.

"Why'd you stop fucking me?"

"I didn't."

"Not getting tired are you?"

Caramel placed his hooves on her hips and drove himself into her as hard as he could. She let out a small gasp of surprise. Her expression soon faded into frustration and confusion as she looked down at the stallion that was now the same size as her.

"What...did you get smaller or have you always been this way?"

Rainbow Dash snorted as she felt Caramel driving into her. It wasn't enough. He simply wasn't the proper stallion for her. Even though she had already climaxed her loins still throbbed and burned with the need to be filled. She let him thrust a few more times and then flapped her wings, sliding off his erection and leaving a sticky trail of her fluids behind. Caramel's head shot up and he looked at her in surprise.

"What?"

"Face it Caramel. You just don't cut it. Not right now. I need a partner that can really take care of my needs. You can't."

As the blue pegasus flew out the window Caramel laid his head back down and groaned.

'I knew I should have just rubbed one out...'

At least she had left him slick.

Rainbow Dash soared above Ponyville, reveling in the strength of her wings. Every stallion she had found had pleased her only for a short time. Her continued growth soon left all of them, even Big Macintosh, simply unable to do the job. If it weren't for the heat radiating from her loins and the trickle of musky fluids trailing down her leg and dissipating into the air behind her as a sensual contrail she would probably be having a better time. Her knees rubbed together unconsciously as the blue pegasus scanned the ground for something, anything to satisfy her lust. A flash of orange caught her eye and she grinned suddenly. Folding her wings to her side she dove.

Rainbow's wings flared open a few feet from the ground, the backwash knocking Scootaloo off her hooves. The filly stared up in amazement at her idol, mouth dropping open.

"R-Rainbow Dash you're...you're bigger!" She squeaked.

"Yeah kid. Don't I know it." Rainbow settled to the ground. She walked towards Scootaloo with a wicked gleam in her eyes.

The foal that had once come up to her chest now barely reached her knees. Scootaloo tilted her head back, eyes tracing up the form of the pony she would do anything get the attention of. The smell of Rainbow's arousal hit her like a wave. She didn't really know what the odor was but it started a small fire of her own between her legs.

"Want to help me with a little problem kid?"

"Anything Rainbow Dash!" The little pegasus foal jumped into the air, wings fluttering madly. "What is it?"

"Heh." Rainbow Dash smiled at the filly and patted her on the head. "Lay down on your belly."

Scootaloo obliged immediately, her wings still fluttering. Her heart pounded against her ribs at the sudden attention from her idol. She hoped she could do good enough for the blue pegasus.

Rainbow Dash stepped over Scootaloo's prone form and squatted down. Her slick labia spread apart a little bit, engulfing the foal between their warm folds. She bit her lip as Scootaloo squirmed a bit at the sudden intimate contact.

"Rainbow Dash?" A note of confusion had crept into Scootaloo's voice.

"Relax Scoots. Would I ever do anything to hurt you?"

"No...I guess not." The orange filly swallowed, hind legs rubbing together in excitement.

The feel of the silky coat against Rainbow's burning nethers was incredible. She ground herself forward over the foal's haunches and up her back, a glistening trail of fluids marking her passage. She gasped as Scootaloo's madly flapping wingtips brushed her burning clit. The foal froze at the sudden touch, trying to turn her head to look at Rainbow.

"Keep doing that Scootaloo."

Rainbow slid herself back, her juices greasing the trip. Underneath her Scootaloo wriggled, partly in excitement, partly in discomfort at being pressed into the prickly grass. A low moan slipped out of the blue pony's lips as she pushed forward, her fleshy nub being battered by the soft little wings. She rocked back and forth against it, each rapid slap sending a shiver up her spine. Scootaloo let out a moan of her own at the heat and wetness that coated her back and trickled down her side. Every time the giant clit slipped between her wings she felt a corresponding tremor between her legs.

Rainbow felt her trickle become a steady flow of hot lubrication. The smell wafted up to her and she closed her eyes. She could feel her strokes shortening, not due to an increase in pace or any conscious desire by her, but because she was growing again. Before long she simply had to press against Scootaloo's back, the frantic beating of the tiny wings jolting her mind with flashes of pleasure.

"R-r-rainbow...you're...crushing...me..." Scootaloo panted into the grass. The increased weight of her unexpected lover had driven her against the ground and made it hard to breathe.

"Oh! Sorry kid." Rainbow gave one last grind against those delicious wings and then stood up. Scootaloo barely came up to the top of her hoof now. "Aww man...I didn't even get off. Why'd you have to get so..."

Rainbow Dash trailed off as Scootaloo pushed herself weakly to her hooves. She stood a little unsteadily, chest heaving as she drew breath. The giant pegasus lowered her head and grinned at the small wet line running from between Scootaloo's legs.

"I've got a better idea."

"Wha...what's that?" Scootaloo felt at the cooling stickiness on her back and sides. A dollop of moisture slipped under her tail and she sucked in breath as its coolness mingled with the heat in her own loins.

"I'll lie on my back. That way I won't crush you. Sound like a plan?"

"Yeah!" Scootaloo's confidence was back at the fact that she hadn't failed. She watched as Rainbow spread herself out in the field, wings nearly brushing the trees on either side. The dripping pink spot between her legs, as big as the foal herself, drew Scootaloo's attention. "What do you want me to do?"

"See that big bump at the top?" Rainbow laid her hoof against her swollen clit. "I want you to hit with your wings as fast as you can."

"Won't that hurt?"

"Naw kid, it'll feel wonderful. Besides, are you saying my plan's bad?"

"No! Not at all! You always have the best plans Rainbow Dash!"

"Good. Well, what are you waiting for?"

With some difficulty owing to the prodigious slickness of the blue coat Scootaloo positioned herself. She started to buzz her wings as if she was racing her scooter, putting as much effort into it as she could. The rush of hot fluid reeking of arousal that washed out of the hole near her hind hooves almost knocked her to the ground. Scootaloo bit her lip and put more effort into staying upright on the slippery ground.

Rainbow Dash was in heaven. Her eyes rolled up in her head and she let her tongue loll out of her mouth. To hell with vibrators. The next time she wanted to masturbate she'd just find the purple maned filly and fuck her wings for a while. A hoof slid down her body to hold Scootaloo more firmly in place. Now this was a power trip. She knew that the filly was turned on, she could feel the heat of her tiny slit against the soft pad of her hoof. Of course the little thing would take pleasure in sexually pleasing her. What pony wouldn't? She was Rainbow Dash after all, the most awesome, spectacular, sexy mare in Ponyville.

Scootaloo panted into Rainbow's hoof. Her wings were starting to get tired. She was starting to feel strange from the heady aroma surrounding her. And worst of all she wanted nothing more than to reach between her legs and rub her special place. She tried to buck against Rainbow's hoof, a soft mewling sound escaping her mouth, but the blue pony was holding her too tightly to do much more than frustrate her further. To top it all off she could feel the hard nub pressing against the back of her head. Her rear hooves had long since left the ground. It felt like she was being drawn into a giant, warm, slick tunnel that was a little too tight.

"Rainbow...I think...I think something's wrong!"

Rainbow opened an eye and locked down the length of her body. She could see the foal slipping easily between her velvet folds and a wicked idea went through her head.

"Hold on Scootaloo!"

With a sudden press of her hoof she slid the foal down the length of her sex. Little hooves beat against her sopping entrance for a moment before slipping inside. With a grunt of pleasure Rainbow Dash forced the panicking foal inside herself, gasping as she felt the madly twitching wings beating a frantic tattoo against her vaginal walls. She pushed until Scootaloo was in up to her front shoulders and then let her hoof fall away. The filly writhed inside of her, squirming about and sending the most wonderful feelings up the giant pony's body. Rainbow relaxed and let her escape halfway before clenching her inner muscles and sucking her back.

Scootaloo tried to understand what was happening to her. She struggled against her fleshy prison, the slippery walls and contractions bearing down on her allowing her to make no headway. Her body back of her front legs was now one matted, slick, smelly mass of mare juices. And to make matters worse she still couldn't touch herself. She squirmed her backside and a ripple of pleasure shot up her body. She had found a ridge inside Rainbow and it's folds sent electric jolts from her tiny button through her. She twisted in order to enjoy the new sensation as much as possible.

Rainbow's breath came in heavy gasps. She couldn't believe anything could feel so good. The squirming of the filly inside her was indescribable. Every twitch of the foal sent a new wave of pleasure up her and a new wave of juices out of her to splash against the ground. She bit her lip to stifle her moans which had filled the clearing. She wasn't far off now. Her hoof reached out of its own accord and pressed Scootaloo fully inside her.

Scootaloo barely had time to take a deep breath as she was forced completely into Rainbow's soaking pussy. She felt juices go up her nose and screwed her eyes shut. She couldn't breathe. She needed to breathe, needed to give voice to her own pleasure. Suddenly the clenching walls bore down on her in fast ripples. The pressed up the length of her body, the ridge she had been grinding on squeezing against her clit. Her breath left her in a cry as her first orgasm took her, spicy foal fluids mingling with the free flowing mare love. She reflexively tried to draw a breath and coughed as her mouth and throat filled with Rainbow's musky juice. Her coughing fit seemed to make things worse as the giant snatch tightened its grip and the convulsions increased. She opened her eyes, struggling towards the small patch of daylight in front of her. Black spots danced in front of her eyes as she tried to make it to the precious air.

Rainbow screamed as she came. Her hooves left furrows in the dirt as she bucked against the ground, wings flapping uncontrollably. She gave one last final tremor and a tidal wave of fluids rushed out of her body, carrying with it a tiny orange foal that sputtered for breath. Rainbow lay there for a moment, lust temporarily sated. Between her legs Scootaloo sprawled, gulping at the sweet air.

After a few moments Rainbow felt the fire rekindle between her legs. She blew out a long sigh of exasperation. She rolled to her hooves, taking care not to step on Scootaloo, and flapped into the air in search of a new lover.

Fifteen minutes later Sweetie Belle and Applebloom wandered into the clearing to find Scootaloo sitting there, mane and tail matted and sticky and reeking of sex. She had a stupid grin on her face.

"Wha' happened ta you Scootahloo?"

"Rainbow Dash...she's so...awesome..."

Scootaloo's knees went out from under her. She slumped against the ground, a hoof still buried between her hind legs.

The whoosh and crack of something plunging through treetops jerked Zecora's attention from the potion she had been working. Muttering irritably to herself, thighs rubbing together of their own accord, she stalked over to the window. The sight took her mind off potions, plans, and her own desperate need. A giant blue hoof and foreleg stretched up almost to the top of her hut. Above it a blue shoulder curved into a body and above that...

"Hi Zecora!"

Zecora yelped and leapt back from the window as a massive rose hued eye swung down into view. It was almost half as big as she was and the bedraggled rainbow mane that hung over part of it had to be the length of her body.

"Rainbow Dash? What happened that made you come to my hut with such a crash?"

"It's...it's a funny story."

The eye was replaced with a gigantic muzzle that drew in a deep whiff of the air inside the hut. Zecora glanced towards her back door. Maybe if she ran...

"Heh. That time Zecora?"

"I know not of which you speak. You know how carefully I control my heat."

"Pffft I can smell it. Your whole hut is filled with it." Rainbow gave a giggle and placed her eye back at the window. "Why don't you come on out and I'll help you with that?"

"This will not do. I am preparing a calming brew..." Zecora trailed off as her knees rubbed together again. Well...it's not like it was with a stallion. Besides, there had to be a reason why her friend had gotten so big. Maybe if she could focus it would be possible to make a restorative to help. "Actually...actually my mind is a mess. So on your offer I will say yes."

Zecora trotted over to the door and pulled it open. She very nearly closed it again. Rainbow Dash was huge. Seeing parts didn't convey her true size. The pegasus was as large as some of the bigger trees in the forest, her head brushing the thin branches at the very tips. The smell of Rainbow's own arousal hit Zecora like a wave.

"Aiya Rainbow what have you done? At that size how can we possibly have fun?"

"Oh I've got some ideas."

Before Zecora could retreat back inside a massive hoof scooped her up and lifted her into the air. She found herself clinging to it as she was brought before Rainbow Dash's face. The weather pony grinned at her, eyes burning with desire. A tongue as large as the zebra mare slid out and stroked her haunches in one lick. Zecora let out a little gasp as it slid up her legs, up her nethers, up over her buttocks. Her tail struck straight up behind her, slick with Rainbow's saliva. The tongue repeated its path, taste buds like tiny suckers gently pulling at her skin. One latched onto her clit for a moment and a fresh trickle of fluids met the soft pink surface.

"Wow Zecora. I didn't know you ever got like the rest of us. Not this bad at least."

"When I am overcome with desire there is a certain brew to quell my fire." Zecora let out a soft moan as the tongue traced over her hindquarters again. "Perhaps when we are through I can share with you this brew."

"Mmmm...naw."

Rainbow Dash grinned at the mare wriggling on her hoof with every sloppy pass of her tongue. She felt the burning in her loins intensify. A quick glance showed her pleasure button, normally just a little fleshy nub, standing out proudly from its hood. It looked sort of like...a wicked thought came into the pegasus' mind.

"Hey Zecora, I've got an idea."

Zecora redoubled her grip as Rainbow shifted her position, leaning back against a tree, hips thrust out in front of her. She stared at the expanse of blue coat leading down to a swollen and glistening mound, the traces of puffy lips just visible from this angle. Rainbow Dash lowered the zebra down her body towards her sex and Zecora's mind suddenly caught up with what she was seeing.

"Rainbow Dash what happened to your clit? This mala- Oh holy shit!"

Zecora realized what was happening just as Rainbow's other hoof settled gently on top of her. She was facing her hut. And behind her...she felt something hot and hard press against her folds.

"Rainbow please this is plan is nuts!" She bit her lip as she felt the swollen flesh part her labia. "Just...just go easy or you'll pulp my guts..."

Rainbow Dash let out a long whine of pleasure as she felt her clit start penetrating the pulsing pink slit. She couldn't take her eyes off what she was doing. Black on white on pink on pink on blue...she pressed Zecora closer and the zebra gasped as Rainbow's pseudo cock forced its way inside. Rainbow's eyes rolled up in her head. She hadn't imagined anything could feel so good. No wonder stallions were always thinking about sex. She worked the zebra further up her swollen clit, the hot satiny ripples of the soaking pussy sending shocks of pleasure up her back.

Zecora gritted her teeth at the intruder. It was bigger than anything she had ever taken before. She could feel herself stretching to accommodate the impromptu shaft. It burned like no stallion she had ever taken, was slick and hard and so...big. That was the only thing Zecora could think. She tried to cry out for Rainbow to stop but the only thing that came out was a soft whimper. Deeper...deeper...and suddenly she could take no more. She felt Rainbow stop and let out a sigh of relief. A hoof tentatively reached down to her belly. Zecora's eyes widened as she felt the bulge inside her.

Rainbow Dash could hardly believe it. Even without moving the way the zebra's walls gripped and shivered on her clit was almost enough to blow her mind. She was a little disappointed that she had only managed to get three quarters of it in but it was...she slid her hooves forward slowly. Incoherent noises came from her at the sensation. Both mares moaned, and then Rainbow was using Zecora as a fuck puppet, pushing and pulling her back and forth at an increasing rate.

Zecora's eyes rolled up into her head, drool running freely down her chin. It was too much. It was everything she wanted and needed. It was going to tear her apart. It was better than any stallion and she wasn't going to last long and...

Rainbow Dash screamed in pleasure as she felt Zecora climax. If the earlier feelings had been intense this was mind blowing. She pistoned the zebra back and forth, the shuddering grip and heat and flood of sexual fluids all combining to drive her wild. With a grunt she jammed her friend as far down her clit as she could and held her there. A jet of fluids washed over Zecora as Rainbow climaxed. Mare lube sprayed like a fire hose as she squirted the clearing in excitement, screams filling the air, wings slapping furiously at the ground. Rainbow held her sex toy impaled as the waves of pleasure ran up and down her body. It felt like she was birthing a river, the ground under her haunches turning into a slick, musky mire. With a long groan and a gasp she pulled out.

Zecora had lost consciousness, both from her orgasm and the final thrust that Rainbow had delivered. It didn't look like she'd been seriously harmed, her sides rose and fell normally, but she wouldn't be going anywhere soon. Rainbow looked at the door to the hut, slid the zebra inside and pawed at the door until she got it to swing shut.

"Well Zecora...I...heh. I really hate to buck and run but fucking you was just plain fun."

Still chuckling at her own wit Rainbow Dash flew off over the forest to find a new outlet for her need.

"Oh Steven you are absolutely FABULOUS!"

Steven Magnet admired himself in the river. His mane was immaculate, moustaches perfectly curled, and his scales...mmm he could just make love to himself it was possible. He was one sexy serpent and he knew it. If only...he sighed and looked at the trees on the far bank. If only she would come to visit him more. That gorgeous, elegant, perfect, generous mare. He thought of her at night, often, trading fashion tips, grooming secrets, and...

"Oh Steven you are an absolute fool. It'd never work out. The biology is all wrong and besides she'd never go for you."

Still though...Steven Magnet glanced up and down the river. It was clear as usual. He kept his domain free from distasteful elements and all things not wonderful. With another sigh of a different sort he rolled over in the water, a clawed hand sliding down his shining coils. His eyes slid shut as he pictured her in all her fabulousity. He absently began to stroke himself, muttering softly.

High above Rainbow Dash, now larger than most ancient dragons, saw something twist in the river. She vaguely remembered crossing this in the quest for the elements of harmony and there was a guardian. Or something. It had been big. She could recall that much through the fog of arousal clouding her mind. She circled down and grinned. There was a guardian all right. One with needs as base as any pony she knew.

"Hey! You...Steven...whatever!"

"Oh my!"

Steven Magnet rolled in the water, claws flying to his chin and an expression of shocked innocence on his face. He looked at the gigantic pegasus.

"Oh my indeed! Why, I remember you! Rainbow Dash of all ponies."

"I'll say. I'm kind of hard to forget." Rainbow settled to the riverbank, a knowing smirk on her face. "So...what were you thinking about?"

"Why whatever do you mean? I was just enjoying the sun and styling my mane."

"Uh huh." Rainbow reached out and pushed the serpent with a hoof. He grunted and rolled over, his erection sticking above the surface of the water. "What were you thinking about you dirty thing?"

"I...I can explain..." Steven stuttered.

His eyes flickered from Rainbow Dash to his arousal. He felt heat rising into his scaly cheeks as he grew harder. She was just about the right size. And she smelled so wonderful. He looked back at her with an abashed expression.

"I was...I was thinking about a special pony..."

"Oh?" Rainbow cocked an eyebrow at the serpent cock. "That so? Well you're in luck because your special pony is right here and she needs some attention."

"You? But..." Steven trailed off. He'd probably never get another chance like this. "What can I do to service you Rainbow Dash?"

"I want..." Rainbow stepped forward, sliding her hoof down Steven Magnet's lithe form. "A moustache ride."

"A moustache ride?" The words took a moment to sink in. "A MOUSTACHE RIDE?! Absolutely not! I spend far too much time making myself look my best to spoil the effect."

"Oh? Not even for your special pony?"

Rainbow clambered over the river monster, hoof stroking gently at his throbbing shaft. Her haunches wiggled invitingly in front of his face, long streams of heady scented fluid trailing down her legs to mingle with the current. She flicked her tail, slit flashing pink against her blue coat at Steven.

"But...you're..." The scent of Rainbow's arousal penetrated through Steven's reluctance. With a cry he jerked his head away. "No! There are some things that I will not do!"

"Well isn't that great." Rainbow grinned back over her shoulder. "Not like you have much choice."

Steven Magnet's head hit the river bank with a dull thump. He was suddenly very glad he kept it smoothed and free of unsightly rocks. The mare's nethers were pressed up against his snout, her slick juices soaking into his perfect moustache. With a small moan of despair he slid his long tongue out and inside her. Maybe if he did this quickly he'd have time to fix himself up to watch the sunset.

Rainbow gasped at the intrusion. It was way better than any stallion's tongue. She'd have to come out here more often. Her eyes flicked down the curious member in front of her. It was different than any she'd seen before and it looked a little...small. Of course she was over half the length of the serpent after all, and her mass was more centralized. She gave it a tentative lick. The texture was weird, the flavor was different, and the shape was all wrong but it was definitely a boner. She shrugged and sucked it into her mouth, forcing her haunches harder against Steven's face. The moustaches tickled wonderfully.

Steven snorted as a flood of mare slick went up his nose. How could he expect to groom himself properly if she soaked him through? He twirled his tongue inside her clenching canal and was rewarded with both another trickle of musky excitement and additional weight on his chest. His eyes widened as he felt the tightness gripping his tongue start to disappear.

Rainbow Dash groaned in frustration. Not only had the member in her mouth, which was fun in its own right, gotten so small it was barely worth anything, so had the tongue inside her sex. She twisted in frustration, trying to get the serpent to do it right. There was a startled cry that cut off abruptly behind her and fullness from her pussy. That and a tickling sensation. She looked over her shoulder and giggled. She had managed to force the serpent's entire snout inside her. She gave an experimental hump and gasped as the ridges on his nose combined with the tickling of the moustaches drove her wild.

Steven could only grunt. Fortunately he was a river monster, able to hold his breath for long periods of time. Hopefully long enough. He gripped Rainbow Dash's haunches, tears running down his cheeks as he thought of his true love. Not from the loss but from the shame of how much he was enjoying this. There was another benefit to being a river serpent. The ability to come completely double and triple back on one's own body could come in handy sometimes. The tip of his tail swung up over her haunches and started tickling Rainbow's rear entrance. He heard the blue pony gasp. That would do. His tail darted down to collect the slick fluids gushing over his face and then pressed into the tight pucker.

Rainbow Dash threw her head back with a cry, sweat soaked mane flopping against her neck. The scaly, sinuous tail working its way deeper inside her hit all the right places. Coils of serpent pressed against the incredible snout in a way that made her knees quiver. She wrapped her legs around Steven's body and clutched him tightly, vaguely aware of something hard and hot stroking against her belly. The pegasus shut her eyes and held on as the twists and nubs worked back and forth inside her. Oh Celestia, she thought. Oh Celestia, she moaned.

Steven Magnet was saying silent prayers to his own god. Fabulous, fabulous, oh she's so fabulous! The way Rainbow pressed against his body, sandwiching his member between them, soft coat rubbing it until he felt he must burst then and there. His nostrils opened a little bit and the musky scent of arousal punched into his mind. He did come then, hot strands of semen surging out of his cock and smearing along Rainbow's belly. They mingled with her sweat and her warm fur and to his amazement he realized he wasn't done. His claws came up and gripped the panting pegasus by her heaving sides and he started working his snout in and out of her as fast as he could. Everything was blue haunches and drooling pink flesh being tugged back and forth by the ridges on his nose. His eyes flicked upwards at his tail sliding smoothly in and out of her ass.

Rainbow started to quiver. Her knees, already shaky, suddenly felt as if they were made of the river water below her. She squeezed the serpent, a small part of her mind registering the sticky mess on her underside and the burning rod that stroked her sensitive skin. It felt amazing. A low moan built in her throat, tearing its way out of her mouth into a scream that shook birds from their trees. Her walls clamped down and trembled against the snout buried deep in her sopping marehood, anal ring clenching tightly against the intruder there. A tidal wave of clear juice washed out of her and soaked Steven's eyebrows and mane. The sensations didn't stop though. The river dweller's cock continued to grind against her in time with his coils. Rainbow bit her lip and held on as a second orgasm chased the first, the feeling of wet heat spreading over the softest part of her coat.

Their mutual pleasure slowly diminishing the two separated from each other. Rainbow let out a long shuddering groan as Steven's snout and tail withdrew from her, the ripples of pleasure sending a fresh trickle from her swollen sex. She felt the serpent slide out from under her.

"I...wow. Just. Wow." Rainbow opened her eyes and looked at Steven Magnet.

"Fabulous..." The serpent rolled over and submerged himself in the river.

Rainbow watched the ripples head upstream. She felt satisfied. She felt...oh damn she felt the heat starting to return to her loins. With a grin at the retreating coils she launched herself into the air to find something else to satisfy her lust.

"Put that there...and a few of those sapphires...and finit!" Rarity stood back to admire her work. The new gown was absolutely stunning. Any pony in Equestria would be envious of the mare who wore it.

"This just might be my finest piece yet!" Rarity smiled as she walked around her creation. "Why, with this I'm sure to win the Canterlot fashion show this year. My brilliance will shine across Equestria and all will come to Rarity, fashionista! Muahahaaaaaaaaaaaaaahhh!!"

Rarity's victory laugh turned into a scream as something thumped against the outside of the boutique. She darted to the window, throwing open the curtains. A thick fluid ran over the glass. Rarity had just enough time to wonder what was happening when the timbers holding the roof began to creak. With a worried glance towards the ceiling and another towards the just finished gown she galloped down the stairs and out of the building.

"R-Rainbow Dash?"

Rarity stared up at her giant friend. The pegasus slid slowly down Carousel Boutique, head thrown back, eyes towards the sky. One massive hoof frantically worked between her legs. Rarity was vaguely aware of screaming ponies fleeing for their lives. The smell of arousal washed over, so thick she almost collapsed. Putting a hoof to her nose she watched in astonishment as Rainbow's haunches came into contact with the ground. She was...she was fucking Rarity's shop. Rarity's home. Rarity's pride and joy and Rainbow Dash was...the nerve!

"RAINBOW DASH YOU STOP THIS RIGHT NOW!"

The monstrous head swung down towards the unicorn. Rarity gasped and took a step back as an eye as big across as she was focused through its glaze of pleasure on her.

"Hi Rarity!" Rainbow's voice boomed across all of Ponyville. "Sorry about your shop but it's...mmmmf...the right shape and...unh...I needed it."

"What...what happened to you?" Rarity shouted.

"I don't know but it's great! I'm bigger than anything I've ever seen and I can-can-aaaaahhhh!"

Rainbow tossed her head back towards the sky and ground her buttocks against the dirt. A gush of her juices soaked the ground, grass, and one indignant white unicorn. With a soft gasp she slid back up the boutique and rubbed her clit, the size of any normal pony, against the decorative spindle at the top.

Rarity spluttered, spitting out a mouthful of her friend's lubrication. A hoof automatically reached up to feel her sodden mane. Anger flared inside her. Her horn began to glow and she fixed Rainbow with a glare.

"Rainbow...Dash...how...Dare...YOU!"

Rarity had never practiced much heavy magic. Hers was a delicate art, one that required subtlety and patience. This was too much though. To be humiliated like this, to have her livelihood assaulted in this fashion, it sent her over the edge. She put everything she had into a stinging magical blow against Rainbow's clit.

Rainbow screamed as something hot and whip like struck her most sensitive place. Oh it hurt but it hurt so good. An eye rolled back down towards the furious unicorn. She grinned wickedly and resumed pumping herself on the white pony's shop. Another lash, and another. Rainbow panted heavily as the burning sting drove her to new heights of pleasure. The structure inside her started to groan warningly as her walls gripped it.

Rarity's tantrum stopped as she heard the creaking of wood pushed to its breaking point. Her hoof flew to her mouth in horror. If the shop collapsed it would...oh Celestia the dress! With a strangled cry of terror she darted forward, sliding through the still open door on a puddle of cooling sexual fluids. Behind her the light cut out as Rainbow's pussy took the whole building again, cutting off her escape. Rarity scrambled up the stairs, eyes flickering towards the walls as they trembled under the assault. She skidded into her inspiration room, snatched the dress, and turned to flee. The passage of the giant pegasus' sex made the light pulse in crazy rhythms. With a deep breath to steady herself she plunged back down the stairs. Something cracked above her.

Rainbow Dash let out a scream as she slammed her rear into the ground as hard as she could. She rocked back and forth, the building swaying on its foundations. Another orgasm was coming, a big one, bigger than all the others. Her tail flicked wildly back and forth, tip gouging out pieces of plaster in nearby structures. With a grunt she bore down one final time. Her slick canal rippled around Carousel Boutique, windows cracking under the strain. Something buckled in the building. Rainbow's climax hit Ponyville like a tsunami. The streets flooded with musky juices. Her hooves, splaying out as she collapsed forward, smashed the town hall and Sugarcube Corner. Houses crumbled under her body. With a long shuddering breath she lifted her haunches off Rarity's store. The building was squashed inwards, the decorations on the roof forced into the ceiling beams. Something small and white and bedraggled hauled itself out of the front door, clutching a sopping wet dress. Rainbow was vaguely aware of a distant wail. She smiled contentedly. Oh there'd be hell to pay, she was sure of that, but right now it was amazing.

Caramel grunted as he forced his cock inside the tiny blue pegasus. She struggled against him, twisting crazily to try and get out of the magical chains around her neck and forelegs. Her velvet walls barely took him and it was all he could do to jam another inch inside. Tears leaked freely down the little pony's face. Caramel grinned and pressed a hoof to her belly. He could feel himself pushing forward inside her. She was the tightest thing he had ever had. Smallest too, barely larger than a school aged foal.

"Still...not...tight...enough. Smaller."

Rainbow Dash let out a choked gasp as she felt herself shrink again. The shaft that had felt impossibly huge now felt monstrous. If Princess Celestia hadn't promised her that she'd suffer no lasting harm from her punishment she'd be afraid of bursting. She could feel every vein inside Caramel's throbbing dick. Every curve and little patch of skin seemed to rub past her inner walls. She heard the stallion let out a little sigh as she finished shrinking, heat surging through her.

Celestia had not been pleased. She repaired Ponyville within minutes using her magic, but Rainbow was going to suffer for it. Her punishment was to take everything that she had done to others. When the princess led her into a sound proofed room and the magic chains had clamped down it seemed like the end. When the door opened and Caramel walked in...well Rainbow had a pretty good idea of what she was in for.

"Smaller."

Rainbow screamed as she shrunk again. She was being split open, torn apart, annihilated by the thing that felt as thick as a tree trunk sliding back and forth in her little pussy. More tears squeezed out of her eyes. She heard Caramel grunt, felt his cock quiver, and suddenly he was filling her with seed. It splashed against her cervix, flooded her womb, forced its way back out around the massive rod impaling her. She felt herself distend as Caramel spent his load. With a long sigh he slowly drew back, Rainbow wincing as his flared head dragged its way to freedom. When it popped free she let out a soft moan. She could hear Caramel struggling to catch his breath. A sudden thought popped into her head.

"So I am the best pussy you've ever had."