Pipsqueak No More

by Megapone

Rating: mature
Tags: Slice of Life, Anthro
Length: 11833

Weak little Pipsqueak is tired of looking up to the bigger, stronger, more well-endowed Rumble. When he gets his hands on an amulet that purports to be able to steal size from others, though, his whole life changes.

Weak little Pipsqueak is tired of looking up to the bigger, stronger, more well-endowed Rumble. When he gets his hands on an amulet that purports to be able to steal size from others, though, his whole life changes.

Contains: M/M, size stealing, big hunky stallions, regular/muscle/cock growth, big dicks and balls, and (eventually) genderswapping.

Commission for Anonymous. Coverart by Cosmonaut.

All characters are over 18.

Published 1970-01-01 00:00:00 UTC
Last updated 2015-08-04 01:59:03 UTC

Chapter One: The Amulet

“Yo, Pip. You up to anything interesting today?”

Pipsqueak startled, nearly spilling his orange juice. He set the glass back down on the table. He coughed, glanced back over his shoulder. “Sorry?”

Rumble was rummaging through the fridge. His wings were closed tightly against his back, though with his wingspan, even “closed” they were still larger than most. He leaned down, pushed aside some jugs, then evidently found what he was looking for. “Aha!”

He turned around, closed the fridge, and leaned against the door. He had the orange juice carton in hand, easily palming it. “I asked,” he said, idly unscrewing the top of the carton, “whether you were doing anything fun today.”

“Ah,” Pip said. His eyes roved over Rumble’s wide shoulders. His housemate was wearing a tight black muscle shirt today, and his broad shoulders had stretched the fabric to its limit. His thick, beefy pecs jutted out a good few inches away from his chest, and the tight shirt all but outlined his perfectly cut six-pack. As Rumble finished unscrewing the top and set it aside, Pipsqueak saw the muscles on his abdomen idly flexing, rising and falling with his every breath. “Not as such, no.”

“Too bad.” Rumble considered the jug in his hand for a second, then tossed it back without even getting a glass. Pipsqueak watched with no small amount of interest as Rumble gulped down almost a gallon of orange juice, his thick Adam’s apple bobbing with each swallow.

Pip’s eyes darted back down to the glass of juice he’d poured for himself. Almost a whole cup of juice. Just the right amount, he’d calculated, to provide his body with the right amount of nutrients and energy for the day! His growing body, he’d hoped.

Rumble slammed the empty carton down onto the counter and sighed happily. “Man,” he said, wiping his mouth, “that’s good stuff.”

Pipsqueak subtly nudged his glass behind his wrist. “Um. Yes. Wonderful.”

Rumble grinned down at him. At over six and a half feet of thick, built muscle, the pegasus was definitely one impressive specimen of stallionhood. His biceps, each one as large as Pipsqueak’s head, flexed idly as he stuck his hands in his pockets and leaned back against the counter. Pipsqueak watched with envy as Rumble’s sleeves rode up on his arms, obviously too small for his size. It was even worse because he’d tried on one of those shirts once, and had been absolutely swimming in it.

“I’ve got a pretty cool day,” Rumble said. He stared up at the ceiling, and so didn’t catch Pipsqueak’s flash of envy. He stuck out his hand and started counting on his fingers. “I’ve got a late morning at work, and the boss is bringing in pizza for all the guys. And,” he said, suddenly sounding sly, “I’ve even got a hot date tonight. Right after the gym.”

“Oh.” Pipsqueak moistened his lips with his tongue. “That sounds...lovely.”

“Definitely, right?” Rumble grinned down at him. “Might even have some ‘fun’ later, if y’know what I mean.”

“O-oh, right,” Pip stuttered. “That.”

“If you don’t mind, that is.”

“Of course not,” Pip said quickly. A bit too quickly, at that, but Rumble didn’t seem to notice. “I don’t mind.”

Rumble slapped the inside of his thigh. Each one of his legs was built like a tree trunk, all rippling, corded muscle. Either one was nearly as wide around as Pip’s slender, almost effeminate waist. Pip could even see a long, thick bulge snaking down Rumble’s leg. It reached almost halfway down to his knee, and didn’t even look hard. He flushed furiously and turned back to his juice.

“Awesome,” Rumble said. He glanced at the clock. “Well, I’m gonna head out. Grab some breakfast on the way. Want me to pick up any groceries?”

When Pipsqueak shook his head, Rumble’s grin widened. “Cool. Welp, see you later!” He turned and—this was the part that got Pipsqueak really blushing—had to duck slightly to fit through the door leading out of the kitchen. He heard the front door open, then slam closed.

It took a moment for Pipsqueak to notice the bulge in his own pants.

Well, lump, really. It was a pitiful thing; barely even qualified to be called a tent. Still, he let his left hand wander down to his crotch, rubbing idly at the bump his little prick made in the fabric. He imagined that instead of his own small bump, he was rubbing the long, thick bulge that Rumble’s schlong always left in his pants. But it wasn’t Rumble’s stallionhood—it was Pip’s, now, and he was groaning, panting lightly as he rubbed his massive, throbbing shaft—

Pip flushed and quickly let his hoof fall to the side. The illusion vanished just as quickly. Of course, Rumble was gone, but the diminutive stallion didn’t even want to think of how it’d sound if he had to explain to his roommate what, exactly, he’d been imagining.

Still, though… Pipsqueak bit his lip, and let his hoof creep up his thigh again. It was almost a pity that Rumble was straight, because if he’d swung the other way, Pip knew exactly what he’d like to do with him. Or what he’d like Rumble to do with him.

Then again, a lifetime of living up to his name hadn’t given Pipsqueak the most confidence. Rumble would be way out of his league if he’d been gay, and since he only went for mares, that pipe dream went right to impossibility instead.

Or should he saw that mares went for him? Pip couldn’t blame them. At just under three hundred pounds, and without an ounce of fat on him, Rumble was six and a half feet of pure power, muscle, and sexuality. Pip had never even seen him hard, but from the nine-inch bulge he’d seen in Rumble’s pants soft, he guessed that the other stallion was far, far larger hard than his own pitiful four-inch stallionhood.

The mares just went wild for that physique. And Rumble just loved feeling bigger than the ponies he brought home, just savored the feeling of filling up a mare’s tight cunt with his massive, bursting cock.

He hadn’t said so in as many words, but that was the impression that Pip had gotten after listening to countless tales of Rumble’s exploits over breakfast. Pipsqueak felt a throb of jealousy in his chest. He would be happy to be filled up by Rumble’s dick. He was, at least in some ways, effeminate enough to pass for a mare. With a slender waist and an (un)fortunately wide pair of hips, he’d been mistaken for one often enough. And, the kicker, he’d be more than happy to feel small and insignificant next to Rumble, letting the other stallion’s pure size and virility swallow his little body up.

Or...would he? Pipsqueak licked his lips as his tiny cock gave another sympathetic throb. He loved the size, alright...but did he really like it on Rumble? Or did he want it himself? He pictured it for a moment: Pipsqueak in name only, a towering stallion so huge he had to duck through doorways to fit, who could sometimes only fit the head of his massive cock into his partner, his rippling muscles covered every inch of his body, rippling, flexing with unbridled power as he grew and grew and grew—

Pipsqueak’s hips jerked suddenly. He let out a soft cry, then bit it back and winced when he bit down on his tongue. He felt a warm, sticky dampness spreading across his shorts. With a grimace, he withdrew his hand from his pants. He hadn’t even realized he’d been jacking off to that mental image. He couldn’t help it. It’d been incredible. Suddenly, all he wanted was to grow, to get bigger, to get huge. And, just as suddenly, he felt he wanted to look down on Rumble, to see becoming the real Pipsqueak as Pip himself grew into a massive, well-endowed hunk of a stallion—

He cut off that train of thought, quick. He needed to swap out these shorts before the cum dried. Groaning mentally, Pip got up from his chair and ambled awkwardly out of the kitchen. He’d forgotten that they did need groceries after all, and now he’d have to shower and change, and that’d delay his whole schedule by a good half hour—

Still, he reflected, at least it had been a good daydream. He summoned up that mental image and smiled to himself. Wouldn’t that be great, he asked himself. Pipsqueak no more.

As if that’d ever happen.

He went upstairs, showered, and changed his clothes. Twenty minutes later, he was out the door and heading toward the Ponyville Marketplace.

Pipsqueak’s nostrils flared as he took in the scents of Ponyville Square. Today the farmer’s market was in full swing, and he was more than ready to take advantage of all of the fresh produce for sale.

After picking up a good-sized order with the Apples, Pip swung around Carrot Top’s stand and bought a bundle of carrots for a stew he was planning on making later. After picking up a few biscuits from the Cakes (Pinkie Pie had insisted he call them “cookies”, but he’d be damned before he debased himself like that), he was just about ready to head back home. He would have, too, if a strange, deep voice hadn’t called out his name.

“Huh?” He spun around, blinking. Nopony around was looking at him.

He heard it again. Nopony so much as twitched toward him. Suddenly, though, Pipsqueak found himself staring at a lonely looking stall set off to the side of the market. Without knowing quite why, he found himself walking over, his full grocery bag swinging at his side.

The stall wasn’t quite as cheery or clean as the others around it; if anything, it looked in downright disarray. The wood looked old and stained, and the cloth was a slightly dusty shade of milky white. The interior of the stall was cast in shadow from the awning hanging above, but as Pip stepped closer, he could make out the outline of a hooded pony sitting inside, a cloak covering the rest of their body.

Unsure of what exactly to say, and unsure of why, exactly, he’d come over here in the first place, Pip just stood somewhat awkwardly in front of the stall and pretended to inspect its wares.

What little was there was interesting, admittedly. There was an odd-looking figurine of a minotaur that looked like it’d been sculpted from gold. There was a wooden plaque, etched with words in a language he could neither read nor understand. Beside it was a collection of glass beads, each one glittering with a different color of the rainbow, and shifting every time he moved his head. And beside those...

Pipsqueak found himself leaning over the stall, hand outstretched. A strange necklace, made of buffed silver and bearing a fake-looking emerald pendant, shone dully from its carved wood stand. When he turned his head, he could just barely make out a pair of squiggly arrows, curved around their middle and pointing in different directions, etched into the emerald.

“The Amulet of Acquisition.” Pip nearly jumped right out of his clothes. The pony sitting in the stall had spoken, and his voice was surprisingly deep, if not downright gravelly. “A most useful artifact. And a quite desirable one...for the right price.”

“Useful?” Pip didn’t realize he’d spoken until the word had already slipped out. “How?”

“For many things.” Though the stallion’s face wasn’t visible beneath his hood, Pip could swear that he was smiling. “It can be used to borrow, or even to steal. To bestow upon its owner the gifts of others. One thing is certain for its user: a transformation is always inevitable.”

The stallion paused, then continued. “Tell me, young Pipsqueak. Has another pony ever had anything you desired? Something you craved, something you envied?” His tone was smug, almost cocky, but Pipsqueak wasn’t paying attention. Instead, he was watching the emerald.

In its depths, he suddenly saw an image staring back at him—his own face. But the image rippled, and now it was Rumble there—but no, that was Pipsqueak, wearing Rumble’s body. Pipsqueak, flexing lightly, his muscles threatening to rip right through his sleeves, a massive bulge slithering down his leg. Pipsqueak, tall and proud and strong, a self-assured grin on his face as he felt his bulging bicep…

Pip shook his head. The vision disappeared. But the memory didn’t. “It...it can really do that?” he said. “You’re sure?”

“Will the Sun rise in the morning? I am very sure, young Pip.”

“How much?” His mouth was dry. He was already scraping in his pockets for some coins.

The pony told him. Pip’s mouth went even drier. Still, he managed to scrounge out enough coins to cover the cost, and then some. When he reached for the necklace, the stallion held up a hoof.

“You’ll require its companion, of course,” he said in his gravelly voice. He reached beneath the stall, then removed a smaller, ruby-centered pendant and placed it on the table. “Give this to the pony who holds the thing you desire. The proximity of the amulets will allow it to pass that gift to you. Physical contact”—Pip would have sworn he could see the shadow of a smirk beneath that hood—“will hasten the process.”

“Thank you,” Pip said. He stowed both in his bag.

“Thank you,” the stallion said. “A pleasure doing business.” He leaned back in his seat and fell silent.

Pipsqueak turned and headed home, a hazy fuzz covering his mind. He didn’t turn around to check, but if he had, he would have seen the stall flicker, and then slowly fade into the shadows.

All the way home, Pipsqueak felt the possibilities wash over him. He could be big. As big as Rumble. Bigger than Rumble…

After he’d put away most of the groceries—carrying that heavy bag had completely wiped him out, though he didn’t doubt that Rumble would’ve been able to carry it for five miles without even breaking a sweat—Pip unpacked the two necklaces he’d gotten from the strange vendor and set them onto the kitchen table. He sat down and stared at them.

This couldn’t be serious, right? There was no way this was real. Dangerous magical artifacts like this didn’t fall into anypony’s hands, right?

His hands were trembling. This was dangerous, right? Maybe he should turn it in to someone. Twilight Sparkle, maybe. Or...he could keep it for himself and put it to work.

But what about Rumble? This was his size he was stealing. Pipsqueak stared at the necklaces, then packed them up, took them upstairs, and stowed them under his bed. He’d sleep on it, he told himself. And they might not even work.

Two hours later, Rumble got home, sweaty and buff and musky from the gym. Pipsqueak had to visibly restrain himself from mentioning anything while his roommate showered, snacked, and left. Two hours after that, and Rumble had returned from dinner, bringing some pretty mare from town with a big chest and a wider rump.

Pipsqueak lay on his bed, eyes closed, and pillow over his head. It didn’t help. He could hear the cries of pleasure, could feel every thump and vibration through the wall. He imagined Rumble, the mare so small beneath him, filling her up, his cock dominating her, swelling her with his seed as every muscle of his body flexed to incredible sizes—

Pip didn’t even notice that he’d been masturbating until he was biting down on his lip with sweat pouring down his forehead. Two pathetic spurts of cum splashed out onto his scrawny belly. He lay there, panting for a moment. He could still hear the groans and thuds from the next room over.

He realized, then, that he hadn’t been picturing Rumble and the mare in his mind. He’d been imagining himself: big, buff, larger-than-life. He’d swapped the mare out for Rumble instead: weak, effeminate, scrawny next to his own incredible masculinity. He felt the wall shake as Rumble (he imagined) plunged his member deep inside of his partner, their mixing cries of pleasure so loud that surely the whole neighborhood could hear them.

Something clicked in Pip’s mind. He narrowed his eyes, turned over, and tried to go back to bed. When he finally fell back asleep, he dreamed of muscles, oversized bulges, and a world three sizes too small.

When he woke up, he immediately threw on a bathrobe, retrieved the package from under his bed, and carried it to the kitchen. Rumble was there, waiting for him.

Chapter Two: The First Day

Work that day was, to start with, uneventful. Pipsqueak had Mondays off, but today he was back on duty at the Shake Shack, mixing up protein powders and banana smoothies alike for the thirsty Ponyville clientele.

It was an easy enough job, he guessed. All he had to do was stand behind a counter, take orders, and then fix up drinks. Anypony could do that. And at least his baggy uniform—the manager hadn’t had any small enough for him when he’d started two months ago—covered up most of his twig-thick arms.

Pipsqueak forced a smile onto his face as he took down an order for a Strawberry Special. The mid-morning rush was pretty big today. It didn’t hurt business that the Shack was right next door to the Ponyville gym. More than one stallion decided to come over for some refreshment in between workouts. Every one of them came sweaty and buff from working out, their muscles rippling under their skin. Every single one of them was taller than he was.

As he worked, Pip couldn’t keep his eyes off of their biceps, their bulging pectoral shelves, the bulges at their crotches. He couldn’t help himself. Usually, they made him feel inadequate, tiny, worthless. But today, he envisioned himself wearing those muscles, bearing that tall, stocky frame with a smirk on his face and a spring in his step. I’m going to be you, he promised silently. If not today, then someday soon.

Rumble never had to feel inadequate at his job. He worked as an assistant at Quills and Sofas, lifting heavy furniture with ease and always happy to strike a few poses for an interested customer. Pip had seen his thick, veined biceps straining against his too-tight polo uniform more than enough times. He couldn’t help but entertain a brief fantasy of a smaller Rumble, panting beneath a too-heavy sofa as a larger Pipsqueak lifted the one next to it with ease.

“Hey!” the mare at the grunt of the line yelped. “You gonna take our orders or what?”

Rumble jumped. He quickly got back to work. This time, though, he had a fist clenched around the amulet hanging around his neck.

Getting Rumble to wear it had been easy enough. The taller stallion, though very much not effeminate, had a thing for flashy stuff. Rings, fancy watches, ear studs—he hadn’t even thought twice about accepting Pip’s antique “gift.” It might have been his imagination, but as he clutched the amulet in his palm, Pip thought he felt a rush of warmth spreading through his body.

As he worked through his shift, the sun getting higher and eventually descending in the sky, he imagined—or was it felt?—his clothes getting a little bit tighter around him. He got a boner watching a particular studly stallion striking a few most-muscular poses for an eager mare, and jerked it off in a stall over his lunch break.

He was disappointed when he found that his stallionhood looked to be just the same puny size as ever, but he came to the mental image of him having that stallion’s muscles all the same. And when he finished, he could have sworn to himself that his flaccid dick looked just a tiny bit longer than usual.

The second his shift ended, Pipsqueak rushed home. He slammed the door shut behind him, trampled up to his room, and seized a measuring tape and pencil from his bedside table.

He marked his height right above his forehead and compared it to a mark he’d made just that morning on the wall. When he turned to inspect it, he almost shouted with glee. The new mark was a whole inch higher on the wall than the previous one.

He double and triple-checked it, but all that did was confirm it. Pipsqueak, the tiny little stallion, had grown a whole inch taller in under twelve hours. He took a deep breath. This time, he didn’t imagine feeling his inflating chest push a bit harder against his shirt—he knew it was happening. He flexed an arm, and nearly giggled when he saw a bit of a bicep bulging against his palm. He had definition! Not much, but it was something!

Five-foot-six wasn’t that much different from five-foot-five. But when Rumble arrived home, tuckered out from a long day at work and the gym, Pipsqueak silently pumped a fist. The other stallion was still taller than he was, but the difference was—to him, anyway—noticeably lesser. His head actually reached Rumble’s shoulder now! Sure, there was a long way to go, but this was definite proof that the amulet worked.

"Man," Rumble said, grunting. He flung his bag off to the side and flopped down on the couch. "What a day."

Pip's ears perked up. "Oh?" he said. "I'm sorry to hear. What went wrong?"

"Nothing specific," Rumble said. "Just felt a little bit off. Couldn't even get through my full workout after work, so I just gave up and went home." He eyed his arm—which still had no shortage of muscle on it—with a bit of disgust, and flexed it a few times. "Guess we all just have off days sometimes, huh?"

"Oh, yes," Pip said. "That's a real shame."

"Yeah." Rumble stretched out to his full length—with Pip shrewdly noting his lost inch in height—and yawned. "I'm just tired, I guess. Especially after last night."

"How'd it go?" Pip asked.

"Meh. She was good, but only managed three loads. I was feeling pent-up at work all day."

Only three loads. Pipsqueak's cheeks flushed, and he turned away so Rumble wouldn't see. Fortunately, the larger stallion looked more interested in massaging his foot and staring off into space.

Three loads. He'd seen Rumble's loads before; each one was easily a pint in size. He'd seen mares walking out bowlegged in the mornings, their stomachs bulging with over a gallon of Rumble's seed. Meanwhile, poor little Pip could only manage a few pathetic spurts. His lip curled.

Something the vendor had said yesterday echoed in his mind. Pipsqueak glanced to the side, caught the faint glimmer of gold beneath Rumble's shirt collar. He chose his next words carefully. "That can't be fun. You haven't had a chance to, ah, release yet?"

"Nah," Rumble said. He gave Pip a meaningful look, smirked. "Why? You wanna help?"

"Oh, ah, if you'd like me to." Pipsqueak silently cheered. Rumble was—or at least declared he was—as straight as they came, but he'd never had a problem with letting Pip give him the occasional handy, or even a blow 'n go when he needed release and there weren't any mares around. He'd mentioned in passing, too, how much it turned him on to see how much bigger than the other stallion. Pip had once loved that insult, had savored his smallness...but now all he wanted to do was to turn that around on its head.

Rumble settled back and closed his eyes as Pip took a seat on the couch next to him. With a nervous grin, Pip reached for Rumble's jeans. Rumble winked and moved his hands away. He gave a long, low sigh as Pipsqueak unzipped his fly and let his monster push free.

No matter how many times he saw it, Pipsqueak was always awestruck by the size of Rumble's tool. At near two feet in length, his shaft was a throbbing testament to his masculinity. The second it bobbed up in front of him, smacking lightly against Rumble's pecs, a thick, musky scent filled the air. Pipsqueak felt his own boner chubbing up in his pants, and rubbed it softly as his other hoof brushed across Rumble's.

At first, Pip had been a bit hesitant to start. He remembered what the vendor had said, sure, but he still wasn't sure if he wanted to go all in on this. But from the second his skin touched Rumble's, he was sure. He felt a zap beneath his fingers—and Rumble, accordingly, grunted and flinched away.

"Sorry, sorry," Pip said quickly. "Static electricity."

Rumble rolled his eyes. "What'd you do, roll in a carpet or something?" he asked. But he let Pip reach back over to his cock.

And what a cock it was. Pipsqueak moistened his lips as he reached over with his other hand, just barely managing to wrap both all the way around. It was a tight stretch, though; he was just barely able to get it so that his fingernails were brushing against each other. Adjusting himself so that he was sitting on his knees, Pipsqueak clenched his palms together and slowly moved them down Rumble's shaft.

"Man," Rumble mumbled. "Y'know, I'm straight as hell"—Pip "knew" that very well—"but none of those mares ever give half as good a handy as you do."

Pip smirked inwardly. He was getting into this. Rumble's shaft was rigid, achingly stiff between his hands. He could feel it throbbing, swelling, pulsing against his palms. Every time his hands moved up or down, they passed over the larger stallion's massive medial ring, which pushed them apart completely. Rumble would have had difficulty holding his dick in one hand; Pip was certainly having enough trouble holding it in two.

But he knew that that was what turned Rumble on, more than anything. Already, copious amounts of pre were streaming from the larger stallion's cock, lubricating the shaft for more pumping action. Pipsqueak bit down on his lip as he eyed the huge, thick veins running along Rumble's cock.

He could feel it: a warmth, starting from his palms and fingers, and running forth to encompass his whole body. He could almost feel the amulet heating up against his chest as it sapped energy from Rumble's body into his. He could feel his muscles flexing, tightening, growing; could feel his spine lengthening; could feel his boner throbbing against his crotch as it grew.

Because he was growing, alright. He couldn't see anything for sure, but he felt it in his core. "Gosh," he said. "Rumble, I can never get over how big your dick is."

A grin curled Rumble's mouth. "You say that every time, Pipsqueak."

"Doesn't make it any less true."

"Nah," Rumble said, sighing happily. "It doesn't." He gave a pleasurable-sounding grunt as Pip's skillful fingers wrapped around his knob, his other hand softly massaging Rumble's balls.

"Fuck," Rumble said. "I just love being this big, y'know? I'd bet there's not a stallion in town as big as me. Except for maybe Macintosh," he added. He smirked. "Even 'big bro' Thunderlane has nothing on this." He flexed his biceps and chuckled when he saw them bulge out almost as big as his head.

But not as big. Because Pip could feel his own arms thickening, beginning to ripple with muscle as he worked Rumble's dick over. The warmth spread throughout his body. He was really feeling it now. He'd felt it all throughout the day, but now...it felt focused. Concentrated. Bigger, he told himself. Bigger, and bigger, and bigger, until you're not so small anymore. Until you're looking down at Rumble instead of looking up.

"And you're just so small," Rumble said. One of his hands absentmindedly draped itself over Pip's shoulder before moving down to give his rump a squeeze. Pip blinked, and Rumble chuckled. "Even the mares I date have more muscular asses than that. No offense," he added quickly.

"None taken," Pipsqueak said. Of course, his reason for doing so wasn't quite what Rumble imagined. He watched Rumble flexing, and saw his own arm growing thicker. He pumped Rumble's cock, and realized that it looked a bit smaller than he remembered; suddenly, the tightness in his crotch felt much tighter than he'd ever felt before, almost impossibly so. His heart skipped a beat when he looked at Rumble and realized that, though the other stallion hadn't slumped at all, he was looking down on him a little less. Or perhaps Pip was looking up a little less.

"In fact," Pip grunted, really getting into the handjob. Rumble groaned softly, his muscular thighs tensing as he prepared for release. "I just love it."

Rumble let out a soft cry as his hips jerked into the air. Spurt after spurt of thick, creamy cum erupted from his throbbing cock. Gobs of his spooge spurted out into the air. Pip watched it all, carefully. He'd seen Rumble cum before. He'd seen how much jizz he could put out when he was pent up. But this looked like barely three-fourths of that.

And suddenly, Rumble's stallionhood looked a lot less impressive. The other stallion might take it for going flaccid. But Pip knew the truth.

Rumble melted into the couch's pillows. "Man," he grunted. "That was good. You mind cleaning up?" He gestured toward the stained carpet.

"Oh, no," Pip said. "Not at all."

"Good." Rumble slapped his thighs, then stood up. His softening cock leaned against the inside of his thigh, his big nuts dangling below it. He stretched, then yawned again as Pip got to his feet beside him. "I think I'm gonna turn in early."

Pip's heart skipped a beat as he pulled himself up. His clothes felt tight—much tighter than when he'd come home. Dare he hope...?

But he didn’t have to. Where the top of Pipsqueak’s head hadn’t even reached Rumble’s shoulder before, now Pip’s eyes were level with the bottom of Rumble’s chin. Pipsqueak ran a quick calculation in his head. He must have grown at least two inches—and Rumble, then, must have shrunk down a corresponding amount.

And his clothes did look baggier than before. But Rumble didn’t notice. Instead, the formerly six-foot-six stallion (now barely six-foot-three) yawned again and gave Pip a thumbs up. “Thanks again, Pip. You have a good night.”

Now standing at a proud five-foot seven, pushing five-foot-eight, Pip gave Rumble a nervous smile. “You too,” he said.

The instant he heard Rumble’s door close, Pipsqueak all but tore his pants off. His own erection was throbbing harder than he’d ever felt it throb before. He almost gasped when he saw how big it was. A pilfered ruler from the kitchen proved his suspicions: “Little Pipsqueak” was now a good eight inches in size.

“Fuck,” Pip muttered. He was already stroking his dick madly, trying to remember how big Rumble’s dick had been. He’d started at eighteen inches...but four inches later, he’d be down to fourteen. Just barely over a foot.

“And not bigger for long,” Pip mumbled, closing his eyes. His cock completely filled his hand; his balls, for the first time in his life, felt heavy with their seed. He kept stroking, even as his other hand explored his new body: his thicker pecs, his noticeable biceps, his tighter, round bubble butt—

With a muffled gasp, Pip felt his orgasm seize him. He rode it out, his hips bucking wildly over the carpet as his growing nuts tried to empty out what felt like every bit of spooge they’d ever produced in his lifetime. When he’d finally finished, he let out a long, shuddering sigh and opened his eyes.

The puddle on the carpet from his orgasm wasn’t just a few measly bits of string. Instead—Rumble felt a certain amount of pride growing in his chest—there had to be a solid cupful down there. Maybe more. It wasn’t near the size of Rumble’s monster orgasm, but it was close. Half the size, maybe. And it was going to get a heck of a lot bigger.

He didn’t mind cleaning the carpet. Not really, when every stroke of the fabric cleaner reminded him of how much bigger, how much more virile, how much more masculine he was getting. That night, he turned into bed with a happy smile on his face, his body still growing as he slept. On the other side of his wall, Rumble slumbered, too, his body steadily growing smaller in his increasingly baggy clothes with every rise and fall of his chest.

Chapter Three: The New "You"

The next morning, Rumble woke up with his sleeves hanging over his hands.

He didn’t think much of it, at first. Maybe he’d done something funky with the dryer, or maybe he’d just stretched them out or something. It wasn’t until he went to go wash up and realized that he had to stand on his tiptoes to reach the shelf holding his toothpaste that something felt off.

At six and a half feet in height, a big, broad Rumble had taken great pleasure in making use of his size in every way possible. Now, though, he had to reach up, straining for his toothpaste over the edge of the top shelf of his cabinet. He managed to get it down, of course, but only after blindly feeling around for a few seconds. Just days before, it would have been at eye level.

As he got dressed, his feeling of unease only grew. His shirts were so much baggier than he remembered. Fabric that had bulged with his musculature now sagged over his chest; broad, heavy pecs had been replaced by a merely “toned” chest. One of his favorite shirts—a muscle shirt that had just barely reached his belly button—now fell down over his crotch.

With a stallionhood as thick as his forearm and nearly two feet in length, it had been years since Rumble had woken up without a throbbing morning wood, especially after a night of no sex and just one measly orgasm. But where usually he’d be ready to cum buckets before showering, today his twelve-inch cock stayed flaccid. His usually pent-up balls felt merely halfway full, as though his measly display last night had left him satisfied. One look at his shrunken package made Rumble glad to cover it up with a pair of pants.

Except his pants wouldn’t stop falling down. Where a broad pair of muscular hips and a protruding bubble butt had held up his size-38 waist just seventy-two hours before, Rumble’s pants now refused to stay perched around his increasingly slender waist. Rumble’s lips were quivering as he tightened his belt around his waist to the maximum setting. A good six inches of fabric fell over his ankles; he’d had to roll them up so that he didn’t look like some kind of child swimming in his parent’s clothing.

It didn’t help that he couldn’t even wear his boxers, his XL-sized underwear refusing to stay up where a bulging pair of thighs and a massive cock-bulge had kept them in place previously. It was only a pair of briefs, several years old and only used when he really wanted to show off his “size” that managed to stay on without any trouble. Of course, now, they didn’t really do much to show off his much-smaller stallionhood.

In a daze of confusion, frustration, and denial—this couldn’t be happening; it was all in his head; his clothes had just stretched in the wash or something—Rumble set off downstairs. Instead of groaning beneath the weight of a massive muscle stud, they merely creaked beneath the footfall of an average-sized stallion.

Pipsqueak was in the kitchen already. From the army of smells that assaulted Rumble’s nose as he walked in, his roommate was really cooking up a storm.

Pipsqueak glanced over his shoulder. “Oh, hey,” he said casually.

That morning, Pipsqueak had woken up feeling like a million bits.

He’d bounced out of bed, though his knees had jarred a bit when they’d hit the floor about six inches earlier than they’d been used to. Still, he couldn’t help eyeing his new, bigger body in the mirror when he got up. It felt good being bigger.

Things that had been out of reach were suddenly in grasp. The shower head suddenly loomed in his vision, rather than towering far above him. He actually enjoyed his shower, watching the hot water stream down his thickening muscles, longer legs, and bigger cock with a mixture of lust and awe. He’d jerked off twice to his reflection in the mirror, and had been both proud and mortified at the size of the resulting mess.

His clothes had been feeling smaller for the past few days, but it was only when he got dressed that Pip realized how tiny they actually were—how tiny he’d been. And how much bigger he was now. Measuring himself by the marks on his bedroom wall, he found himself to be just over six inches. A tingle ran through his spine when he did a quick calculation and realized that Rumble would be just a little bit taller than him. Heck, they were almost the same size!

Wearing a pair of jeans that were starting to look more like shorts, and a shirt that barely came down to his belly button, Pip thumped down the stairs. His new, heavier muscles made the staircase shake with every pounding step he took. Though he wasn’t anywhere near huge (yet), he loved the fact that he was no longer short enough for school-age colts to look down on.

He all but danced his way into the kitchen, loving his new, taller perspective on things. He could reach the top shelf of the fridge without reaching! The carton of milk no longer needed both hands to lift! He quickly set about to preparing a sizeable breakfast for himself—seven strips of bacon, a whole grapefruit, and a four-egg omelette. Most ponies of his size didn’t eat that much, admittedly—but most ponies of his size hadn’t grown six inches in forty-eight hours. Pip’s stomach was a roaring abyss by the time he got the bacon going in the pan.

Hearing footsteps behind him, he turned and grinned. Rumble, clad in clothes that were clearly far too big for him, had slouched his way into the kitchen. A baggy t-shirt that looked like it could have belonged to his father was draped over his shoulders.

“Oh, hey,” Pip said.

“G’morning.” Rumble noticed that he and Pip were about eye level, and quickly sat down, averting his eyes. “That smells good.”

“Doesn’t it?” Pip said. “I’d offer you some, but I think I’m going to eat it all. I’m a growing stallion, you know.”

“I, uh,” Rumble said, faltering. “I wasn’t really that hungry anyway.” Just last week, he’d have been more than happy to consume a second breakfast—or even a third, just to fuel his massive body and muscles.

“More for me,” Pip said happily. He turned back toward Rumble and thumped a fist on his chest. “What do you think?”

“Huh?”

“Me, of course,” Pip said. “Bigger and better than ever. I can see why you like it.”

“Right,” Rumble said. “Yeah.” His eyes darted over Pip’s larger form—not as tall as his, admittedly...yet. But standing up, they were almost of equal height: the tiny little shrimp and the big, proud stud. He shifted uncomfortably in his chair. How was this possible?

He noted the other stallion’s shrunken-looking clothes, and his new toned muscles. Pip must have been roiding out at the Shake Shack, Rumble guessed. They tried all sorts of crazy formulas over there. Maybe some unicorn had signed up to work as a potion maker.

“I’ll have to be honest,” Pip said. “For the longest time, I wondered what it’d be like to look down at other ponies, instead of up.” He grinned, and gave his arm the lightest of flex. His too-tiny sleeve bulged obscenely around his bicep, the once-loose fabric straining. “You were right, Rumble. I’m sure looking down at other stallions is a bit of a rush.”

“Yeah.” Rumble glanced up at the clock as Pip brought his breakfast over, enough food to feed a family of three. “I, uh, have to go to work.”

“Okay,” Pip said through a mouthful of food. “See you later!”

The next eight or so hours were an experience for the both of them.

Suddenly, Rumble found his job a lot more difficult. Heaving heavy sofas had been a breeze when thirty-pound weights made for a “light warmup” in the gym. With a small, thinner body, though, he had to struggle to get his end—his end!—off the ground. Where he’d once managed to carry a loveseat out on his own, he now had to get his boss’ help to get it out of the door. Old Ink Pen just gave him an odd, sort of pitying look, and helped him move the latest order outside.

The other stallion was actually able to look him in the eye! Rumble found his face growing hot as he struggled to fit this new reality with the height he’d lived with since puberty. This wasn’t right. He should be towering above everypony else, muscles flexing through his sleeves as he moved couches without a sweat.

Meanwhile, Pip was having the time of his life. Mares visiting the Shack who would have passed him by at any other time actually seemed to respect him. For so long, he’d had to live with people looking down at him, not only physically but socially too. Now, though, most mares had to look up at him, and most stallions met him eye-to-eye. He could feel their gazes on his new, larger body and couldn’t resist flexing slightly as one mare eyed his bicep. She chuckled and moved on, shake in hand, but Pip couldn’t resist promising himself: Tomorrow, she’ll get an even bigger show.

And he could feel it. The amulet was warm against his chest, and every hour or so, Pip gave a little grunt as the feeling of growth spread throughout his body. His limbs stretched out a little farther, his muscles swelled a little thicker, and his too-small clothes got even smaller. On the way home that night, he picked up a new pair of shorts and a shirt more befitting a stallion of “his” size.

By the next night, of course, he’d already outgrown them, too.

For Rumble, the two days passed like a blur. Both mornings, he woke up a little smaller, a little weaker than the day before. By the end of that day, he was down to five-foot-ten.

The moment that Pip realized that, for the first time ever, he was looking down at Rumble, he felt a surge of warmth in his chest. He double-checked his height that night and had to restrain his glee. He measured six-foot-three from head to toe.

Bigger and bigger. That’s what life felt like for Pip. Every day, his arms flung out a little longer; his muscles got a little bit thicker; and his bulge got a little bit heavier. It was almost amazing the first time he realized that he did have a bulge, his flaccid stallionhood protruding noticeably in front of his crotch. It wasn’t much at first—just a half inch or so—but he could cup his heavier balls through the front of his jeans, could feel his longer, thicker shaft snaking down his leg.

The problem was, of course, that even his new, bigger clothes didn’t fit him anymore. The morning that Pip woke up and realized that he was six-foot-five, just an inch under Rumble’s starting height. His new shorts didn’t even reach his knees. His old shorts looked like a child’s compared to him.

Just like Rumble was starting to.

At five feet and six inches, the “new” Rumble was almost as short as Pip had started as. Most mares looked him in the eye; most stallions looked down on him. He’d left work in disgust after he’d found that he could only lift a sofa’s end two inches off the ground before his arms were weak with the exertion. When he’d gone on break to take his customary self-pleasuring session, he’d found that all his arousal vanished when he caught sight of his paltry, five-inch cock.

How could this happen?

Fortunately for Pip, Rumble was still too dazed to come up with an answer for that question. So, when Pip came down the next morning, just an inch shorter than Rumble had been and wearing a very familiar jersey, with a very prominent bulge snaking down his pant leg, Rumble found his jaw hanging slightly open.

“That’s—that’s my shirt!” he said, looking up at his bigger roommate. “And my pants!”

Pipsqueak at least had the grace to look somewhat embarrassed. “Sorry,” he said, shrugging. “None of my clothes fit. I mean, it’s not a surprise, really—not many clothes can contain this sort of body.” He flexed a bicep and bounced his sizeable pecs a few times. “So I decided to borrow yours. It looked like you didn’t need them anymore, after all.” He gestured to Rumble’s clothes, and the smaller stallion almost choked when he noticed that he was all but swimming in his clothes.

With a muscular waist turned slender and a pair of arms less bulky than downright weedy, the shrunken stallion was drowning in his old clothes. Rumble’s cheeks flushed, and he did his best to sit up straighter in his chair—which only made it worse when he realized that he came up to the middle of Pip’s toned six-pack.

“They’re a little loose,” Pip said, with another shrug. “But I figured I’ll grow into them.” He grinned down at little blushing Rumble and ran his big hands down his flexing chest. “Mm. Might even grow out of them.”

Poor little Rumble had no response to that.

“Anyways,” Pip said, turning away, “you’re welcome to wear some of my old stuff. It should fit you.”

“Thanks,” Rumble mumbled. Pipsqueak waved and left, leaving Rumble to stew in his chair. His dangling legs still reached the floor, at least, but just barely.

He should go to work. But he didn’t want to go in, not to see his boss eyeing him with pity as he struggled to lift even the smaller pieces of furniture. No, he decided; he’d go to the gym. Maybe whatever had happened to him was reversible. Maybe he could work back some of his gains.

Unfortunately, the only thing he felt when he got into the gym was awkwardness. Everypony who’d known him couldn’t help but do a double-take at his smaller, weaker stature. The once-stud now had to wade through a sea of muscle and size that all but towered above him.

He tried his previous warm-up weights, just on a note of optimism. He couldn’t even get them off of the ground. A pair of fifteen-pounders proved moveable, but just barely. Finally, his cheeks coloring in a bright red, he picked up a pair of five-pound weights that he hadn’t used since foalhood and went off to lift in a corner alone.

It didn’t help, of course, when he caught Pipsqueak out of the corner of his eye. The big and growing stallion was easily lifting a pair of forty-pound weights above his head, his massive biceps flexing with every pump. Every eye, it seemed, was on the newcomer, his chest wider around than all but the most committed bodybuilders.

Fuming, Rumble threw his weights down and stalked out of the gym. It helped even less when some dumb lifter noticed the sway of Rumble’s wider hips and slender waist and let out a shrill wolf-whistle. Rumble turned and glared, and the stallion, noticing Rumble’s still-masculine face, blanched.

But there was no denying the newborn fullness to Rumble’s lips, or the way his hips spread a few inches out from his slender waist. With a muffled snarl, Rumble turned on his heel and stalked out—though he didn’t fail to catch a glimpse of Pipsqueak’s flexing muscles and chest on the way out. If anything, the other stallion looked even bigger than he had just a second ago…

Rumble fumed all the way home.

Rumble felt Pipsqueak before he saw him.

He’d been sitting on the couch, staring at a wall while mindlessly rubbing his crotch. It was hard to miss the sound of the key in the lock, or the sound of Pip’s “I’m home!” It was even harder, though, to ignore the vibrations that Pip’s footsteps sent through the floor of the house. Rumble had never noticed making that much noise when walking around when he’d been that big...but then again, to a six-foot-six, two-hundred-eighty-pound stallion, lots of things tended to go ignored that littler ponies might pick up on.

Pip stepped into the room, Rumble’s clothes proudly displayed on his body and fitting him like a glove. Since that morning, he’d filled them out rather nicely, his big, round pecs straining against his sweat-stained muscle shirt and his biceps bulging against his shirt sleeves. Rumble watched the slightly bouncing bulge at Pip’s crotch and, almost unconsciously, gave his own a little squeeze.

“That was a fantastic workout,” Pip said, grinning down at his smaller roommate. “I can see why you liked it.” He struck a pose, flexing a thirty-inch arm with a fierce grin. “Gives one a real sense of power and size.”

“Yeah,” Rumble mumbled. He was too busy watching Pip’s arm bulging as his own pitiful “bulge” swelled in his pants. He definitely wasn’t gay, but he could definitely appreciate a good body. And somehow, Pip’s new scent almost appealed to him: a masculine, sweaty kind of musk that filled his lungs with its sheer virility. Before Rumble even realized it, his dick was hard and throbbing just from eyeing Pip’s incredible—his former—physique.

Pip’s grin widened. One big hand strayed down to his crotch and gave his enormous bulge a quick squeeze. “Looks like it actually turns me on quite a bit,” he purred, his other hand tracing along the curves of his perfect six-pack. His massive cock throbbed in his pants; Rumble stared as he saw a visible line of dampness flowing down Pip’s pant leg. “Think you’d care to go for our usual post-gym ‘workout’?”

“I—oh!” Rumble said. He covered up his own stirring crotch and blushed. “Maybe not tonight, Pip. I’m feeling a little”—small—”tired.”

“I didn’t mean you,” Pip said, casually. “After helping you out so many times, I figured that it might be time for you to return the favor.” He thrust his muscular hips forward, and chuckled when he saw his sizeable bulge bouncing against his thighs. “What do you say?”

Rumble eyed Pip’s larger body: his massive, flexing pecs; his incredibly broad shoulders; his big, veiny arms; his towering legs; and, above all else, his absolutely monstrous bulge. Licking his lips, Rumble realized that, between Pip’s musk and size, there was no way to say “no” here. “Sure,” he said. “I guess.”

“Excellent.” Pip plopped down on the couch beside Rumble, shoving the poor little stallion off to the side. Pip’s big, muscular ass took up more than a full couch cushion, leaving Rumble a bit squished. He grinned down at the smaller stallion, whose slightly more effeminate face only came up to Pip’s heaving pecs now, and hitched his fingers inside of his shorts.

Pip loved watching the size of Rumble’s eyes grow as he slowly unveiled his monster shaft. “Nice and big, right?” he said. Now Rumble finally knew what it felt like to lay eyes on a dick as long as his arm, with balls bigger than his fist. Especially at his new, smaller size…

“Yeah,” Rumble breathed.

Pip beamed down at him. “Well?” he said, kicking his shorts and underwear off. His erection throbbed, slowly reaching its full size of eighteen inches.

Rumble swallowed and, his hand shaking, reached out. Pip’s shaft felt impossibly huge beneath his palm; he had to use both hands to reach all the way around. Pip savored Rumble’s first few awestruck strokes, but soon seized on a much juicier idea.

“This,” he grunted, picking up Rumble as easily as he might a child—which Rumble might as well be to him now, over a foot shorter than him—“Might be a bit more fun.”

Rumble let out a yelp as he suddenly found himself in Pip’s much larger lap, straddling the bigger stallion’s dick. His shorter, skinnier legs draped over Pip’s tree-trunk thighs like matchsticks. He could feel Pip’s bulging pecs rubbing up against the back of his head.

“Well?” Pip said again. Rumble took a moment to acclimate himself to his new surroundings, and then got back to work.

Pip groaned happily as Rumble’s slender hands went to work on his massive, throbbing crotch. It wasn’t long before Rumble felt a heavy weight on his newly curvaceous hips, then further, onto his slender, full legs as Pip eased the smaller stallion’s pants and underwear off of him.

“No,” Rumble grunted, still struggling to contain Pip’s massive erection in his hands. “Don’t look—”

But it was too late. Pip smirked down at Rumble’s paltry little four-inch boner. “Looks like you’re enjoying this as much as I am, little guy,” he said, giving it a little pat with a finger even longer than Rumble’s whole dick. “Let’s make this a little more fun.”

Rumble bit down on a moan as Pip easily took his whole package between his thumb and forefinger, their combined stimulation enough to send him soaring towards a peak. Meanwhile, Pip just groaned and jerked his hips lightly as Rumble worked the larger stallion’s shaft for all he was worth.

“Mm,” Pip grunted, feeling the amulet heating up against his chest. The physical contact was already at work; without Rumble knowing it, he’d already shrunken to below Pip’s original size, leaving him at five feet and four inches, and Pip himself at six feet, seven inches. Pip happily flexed his chest, feeling his impressive and growing pecs strain against the suddenly tighter shirt. Suddenly, Big Rumble’s clothes didn’t seem quite so big anymore…

Rumble let out a soft cry as he came, his shrinking package small enough to be pleasured by just two of Pipsqueak’s massive fingers. A few drops of cum landed on his stomach...and then that was it.

The sight of just how small Rumble had become, the sight of just how huge he was now, especially compared to the two tiny hands rubbing along his shaft, was what set Pip off. He started off with a growl, which heightened into a moan as he reached the edge—and came.

His cock jerked and leapt wildly in Rumble’s grip, blasting rope after rope of thick, creamy cum into the air. They splattered against Rumble’s face, some going into his mouth, and others going past him to land on Pip’s swelling chest, or even the wall behind them. Meanwhile, the skin contact just sent Rumble growing even further, his whole body hulking out as his orgasm washed over him.

Six foot eight. Six foot nine. Six foot ten. Up and up Pip grew, his upper body straining against Rumble’s shirt until fibers started to pop. More muscle definition until just one of his arms was wider around than the shrinking Rumble’s entire torso. Six foot eleven. Pip’s cock was still growing in Rumble’s grasp, reaching twenty inches without breaking a sweat.

Rumble himself was shrinking—five foot three, five foot two, five foot one… His cock was getting smaller. His mane was growing out behind him, his muzzle softening as his hips widened and his waist tapered into an hourglass shape. He felt something thumping against his chest and found he couldn’t move; Pip’s huge, spasming erection had pushed against him, trapping his small, slender body between Pip’s boner and rippling abs. On and on Pip’s orgasm went, spewing out quarts of cum—far more than Rumble had ever put out—until finally...

“Whew,” Pip finally said. He grinned down at the new five-foot-even Rumble and flexed a massive arm that filled the entirety of the smaller stallion’s vision. “That was fun.”

Rumble swallowed. His shirt had all but exploded around Pip’s size and physique; even the extra-large clothing looked to be too small to contain a stallion of that size. Pip was wondering at his new size, smirking at the way his muscular ass now nearly covered both couch cushions.

Pushing seven feet. It felt incredible. Rumble caught an eyeful of his own inch-and-a-half pecker and whimpered slightly.

Pip heard him. “Might want to cover that up,” he said, teasingly. “Not like me.” He set Rumble down on the couch beside him and stood up before striking a most muscular pose, every one of his muscles bulging out at once. He grinned down at his ruined shirt. “Well, I don’t think any of your clothing will even fit a stallion as big as me anymore. Might as well just go naked, huh, Rumble?”

“I don’t—” Rumble cut himself off, swallowing when he realized that his voice had come out as a much more higher-pitched, almost effeminate squeak. “I don’t think many ponies will approve, Pip.”

Pip just raised an eyebrow and bounced his pecs a few times. “And who’s going to stop me, hm? You?”

Rumble just shook his head. Pip loomed over him, larger than life. “No,” he said, that high-pitched voice slipping out again. “Not at all.”

Chapter Four: Fill Her Up

The next morning, it took Rumble nearly thirty seconds to notice that Pipsqueak was standing in his doorway, watching him.

He started, and hugged the blankets to his scrawny chest. They seemed so...heavy now. So much bigger.

Pip grinned down at him—and he meant down. At around seven feet, he had to duck to even fit in the doorway; at his peak height, even Rumble had just felt the tips of his ears brushing against the doorframe. “Morning, little guy,” Pip said.

Rumble made to scramble out of bed—and then froze, his cheeks flushing when he realized that his feet weren’t even touching the floor. That was when he noticed Pip's fat, lengthy cock. It was angled almost casually against the inside of his thigh, easily fourteen inches long, soft. The rise and fall of Pip’s broad, muscular chest seemed to fill the rest of the doorway. Rumble’s nostrils flared, scenting the heavy musk that Pip’s fat, heavy nuts were putting out. He watched as Pip’s cock slowly chubbed up, lazily moving to a half-mast of around nineteen inches.

At this height, the top of Rumble’s head just barely reached over Pip’s ripped abs. The much larger stallion chuckled and took a step forward. Rumble bit his lip, watching that massive cock bob and sway in front of him. He closed his eyes as it seemed to lurch toward him. It brushed against his cheek and Rumble shivered, feeling a strange coolness flood his body as it smeared a long, sticky trail across his face.

Pip moaned slightly as his cock brushed up against Rumble’s cheek, its steady trail of pre slowly oozing down the smaller stallion’s face. The contact only made Rumble shrink even smaller, losing a whole inch as Pip swelled up even larger. Rumble moaned, too, his hips widening, his rump growing rounder and softer as his mane grew out even longer. Now down to his chest, his long, glossy hair framed a heart-shaped face and an hourglass figure that most mares would kill for.

Now barely four-foot-ten, Rumble found that the enormous Pip absolutely dominated his vision. Rumble gulped, eyeing that massive, bobbing erection with trepidation.

Pip’s next words were surprisingly quiet. “You want it,” he murmured, “don’t you?”

Rumble started to shake his head “no”—and then found himself nodding instead. Oh, gods. He wasn’t gay, was he?

But all the same, he felt a rush of blood to his groin. Pip chuckled. “Looks like you’re excited too,” he said, grinning down at Rumble’s tiny little erection. Rumble flushed as he eyed his tiny little half-inch pecker, his balls like tiny frozen peas compared to Pip’s heavy, virile pair of cantaloupes.

“M-maybe a little,” Rumble admitted, his voice shaking. He wasn’t gay—but, gods, he needed that cock. Needed to feel it, to hold it to suck it, to have it fill him—

“Well, then.” Pip’s grin broadened, and he stepped around Pip’s tiny body and sat on his bed. The mattress sagged under his heavy weight. Even sitting down, he managed to look down on the little, effeminate Rumble. “Why don’t you come over and have a look?”

Pip patted the mattress with a big hand. Hesitantly, Rumble made his way back over. At his new height, he barely had to bend over to reach the tip of Pip’s magnificent, bobbing shaft.

He placed his hands on Pip’s big, muscled thighs and squeezed them. His fingers couldn’t reach even half of the way around those big slabs of muscle. His eyes darting up to meet Pip’s, Rumble slowly leaned forward and began to suck on Pip’s flare.

“Mm,” Pip grunted. He reached around Rumble’s side and placed a hand on his shoulder that easily covered half of his back. He pulled the little effeminate stallion a little closer. “That’s more like it.”

Hoping to please, and admittedly hungry for Pip’s cock, Rumble tried to open his muzzle a little wider to fit Pip’s flared, leaking head in. He was able to get his muzzle over the big stallion’s cockslit, and felt pre steadily flowing down his throat, but try as he might, he couldn’t wrap his lips around it. At nearly five inches in width, it was just way too big.

Pip didn’t seem to notice, though. Their physical contact was activating the amulet again. He groaned as he once again felt his bones shift, that magical warmth filling his body. Rumble felt Pip’s growing hands pressing his muzzle even further against his shaft, the amount of leaking pre doubling in volume. His jaw audibly creaked, his lips forced incredibly wide as Pip tried to push his massive, swelling cock inside.

Because it was growing—again. Pip closed his eyes and groaned as he grew another one or two inches. Meanwhile, Rumble felt the oddest change come over him. He let his lips part and moaned, the sensation of warmth rising in his loins.

His tiny little prick shrunk until it was barely even a nub—and then grew inward, the space between his legs folding out into a pair of thick pussy lips. He felt the cavern beyond grow, felt an all-encompassing need to be filled rise up in him, and whimpered softly.

His hips pushed out, his butt rounding out nicely as his waist thinned to a perfect hourglass shape. His chest grew out in front of him, and he let out a grunt as two soft, round breasts flopped gently down in place.

His lips filled out, his hair growing down until it nearly reached his waist. His—no, her eyes grew larger, eyelashes growing out, her whole body shrinking down and getting leaner, curvier, and—at least up front—more well-endowed.

By the time the whole thing was done, the new Rumble was left blinking, shivering slightly as the aftereffects of the change ran through her. She glanced down at herself and let out a small “eep!” of surprise as she noticed her prominent B-cup nestling gently against her chest.

“N-no way,” Rumble said. She was shaking. She gasped suddenly as she felt something spasm between her legs, then cried out as a wave of pleasure washed over her loins. She almost collapsed onto the floor, but was caught by Pip’s big, strong hands.

Pip’s erection was throbbing harder than ever. In a flash of motion, he grabbed the new Rumble from the floor and hefted her over his cock with as much ease as though he were lifting a teddy bear.

“P-Pip!” Rumble gritted her teeth. “What’re you—“

But Pip was already groping her breasts, which were even more prominent compared to her tiny, slender form. Overcome with sudden lust, he lowered her down onto his shaft.

Rumble’s eyes shot open wide. Funnily enough, the one thought going through her head was: But I thought Pipsqueak was gay.

And then Pip’s cock was filling her like nothing she’d ever felt before. She let out a strangled cry of pleasure and pain as Pip stretched her incredibly, impossibly wide, her pussy like a vise around Pip’s two-foot shaft.

She watched in disbelief as his member actually began to bulge against the inside of her stomach. Then she cried out again, her new insides spasming in orgasm as he suddenly slammed his length fully inside of her. A spurt of precum burst in her belly, and she inhaled sharply as she felt it filling up her new marehood, then gasped when she felt him bottom out inside of her.

Her hoof trembled over the new bulge in her stomach. Pip was gritting his teeth, his huge hands resting on Rumble’s hips and pressing her soft ass against his muscular thighs. With a grunt, he hugged Rumble close to his stomach, the thick slabs of meat that made up his pecs casting a dark shadow over the tiny mare’s body. She threw her head back against his iron-hard six pack, and kicked her legs feebly as the pleasure overcame her. Her tiny feet just barely poked out over Pip’s long, thick, thighs and quads.

She let out another cry as Pip lifted her up, the bulge in her stomach vanishing, and then slammed her back down. “F-fuck!” Pip trembled in ecstasy and squeezed his eyes shut. His twenty-five-inch arms flexed to their full size, each one as wide around as Rumble’s entire waist. “Y-you’re so tight!”

Oh, gods, she felt full. Rumble was helpless to do anything more than pant and moan in pleasure as Pip thrust into her against and again, her tiny body little more than a cocksleeve to his incredible, masculine virility and size. Again and again he pounded her, squeezing his fingers around her hips and ass and kneading her soft, slender body as more and more of his pre spurted inside of her. Rumble felt a wave of pleasure building inside of her, and let out another cry of pure pleasure as her second orgasm took her.

That was all it took to set Pip off, too. With a sudden gasp, he hilted his throbbing cock all the way inside of Rumble and pressed her to him. She was powerless to move, his massive erection spearing her and trapping her against his rock-hard abs. She felt the bottom of his cock bulge, then his flare swelling inside of her.

A massive blast of cum erupted from Pip’s tip, its volume alone more than most stallions could produce in an entire orgasm. Rumble and Pip cried out together as spurt after spurt of hot, white spooge blasted from Pip’s churning, swollen balls. Ropes and ropes of Pip’s thick, virile jizz painted Rumble’s insides white, first running down the sides of her cunt and then building up behind the tight, hot seal her marehood made around his cock.

Rumble pressed onto the bulge in her belly, groaning incoherently as she felt it begin to bloat with Pip’s seed. More and more of his spooge flooded her insides; she could feel it sloshing inside of her, its warmth and pressure mounting as he pressed his cock even further inside of her. Cup after cup, blast after blast of hot white cream burst inside of her until she felt like there had to be at least a gallon of his seed inside of her.

When his orgasm finally finished, Pip groaned and leaned back onto the bed. His big feet still touched the ground, but the top of his head reached all the way to the other side of the mattress. “F-fuck,” he gasped.

“Fuck,” Rumble groaned in response. She flopped her head back onto Rumble’s thick, beefy pecs.

Pip’s eyes fluttered closed as he basked in his afterglow. He curled an arm around Rumble’s curvy figure that was nearly as large as she was. She squirmed beneath the weight, then froze as she felt a metallic warmth against the back of her head.

Her hand went up to her own throat, where the necklace Pip had given her still lingered. It was cold against her fingers, and as she brushed against it, she swore she could feel Pip growing beneath her, his muscles swelling as her own hips widened, her figure shrinking steadily…

A small smirk crossed her face. Ah-ha.

Pip came to a few hours later. He’d gotten very little sleep the last night, instead choosing to experiment with his new body, so he was more than happy for the chance to nap. He was pretty sure that the giant white stains on the walls, floor, and ceiling weren’t going to come out anytime soon, but at least he’d had fun making them.

With a satisfied, happy grunt, he sat up in bed—and stared. With a gasp, he realized that his feet were dangling off the side of the mattress. The ceiling seemed so much further away than it should be! Panicking, he felt his torso and stifled a sob when he felt a lean, shapeless chest. He let out a muffled cry as he glanced down, spotting a familiar three-inch pecker staring sadly back up at him.

“No way,” he breathed. “Was it all a dream?”

“Morning, big guy.”

Pipsqueak’s head snapped to the side. There, filling the entire doorway and then some, was a truly massive mare. Standing nearly seven feet tall and ducking to fit her head in the doorframe, each one of her arms had to be a good twenty-three inches around. Her wide hips and impossibly huge breasts rubbed against the sides of the doorframe, and, as she turned to press herself against the side, her massive, globular ass jiggled a bit.

That deep, rich voice—that dark coat—that mane color. Pip swallowed and glanced down at the weight on his chest.

The sharp glint of the “stealing” amulet sneered back at him. He looked back up and caught the shine of the “absorbing” amulet glittering between the enormous Rumble’s massive cleavage.

“Glad to see you’re finally awake,” Rumble said, grinning predatorily. She placed her hands on the sides of her breasts and squeezed them together. After a moment, they drifted down to her rounded stomach, where the remnants of her liquid filling still sloshed gently. “Means we can finally have some real fun.”

Pip nearly fainted right then and there. The last thing that went through his head before he blacked out was:

I guess I’m bi after all.