Gazes and Gains

by Megapone

Rating: mature
Tags: Slice of Life, Romance
Length: 6153

Minuette's been putting on some weight, and Twilight Sparkle is paying close attention. For some reason, Minuette's growing flanks and belly are actually...turning Twilight on? But that can't be right. Twilight's not into bigger mares—is she?

Minuette's been putting on some weight, and Twilight Sparkle is paying close attention. For some reason, Minuette's growing flanks and belly are actually…turning Twilight on? But that can't be right. Twilight's not into bigger mares—is she?

A commission for uboa88.

Contains: Fat/obese mares, feeding, weight gain, and (at the end) futa+hyper cock/balls.

Published 1970-01-01 00:00:00 UTC
Last updated 2015-08-12 20:40:02 UTC

Gazes and Gains

“So then she says—”

Twilight Sparkle was having trouble keeping her eyes to herself.

“—and, would you believe it, but then he comes along, and—”

She knew it was probably rude. But she just couldn’t help it.

“—I know right?”

Laughter. Twilight chuckled a bit to fit in, but only half-heartedly. Her mind was settled somewhere else.

How did she do it? she wondered. That must have been the third entree that she’d put away. Not to mention—

Somepony elbowed her in the side. “Ack!” Twilight yelped, almost jolting from her chair. “I didn’t—”

She cut herself off when she realized that everypony was staring at her. Lemon Hearts and Twinkleshine were stifling giggles; Moon Dancer just looked confused. Twilight flushed and settled back in her seat. “Erm. Sorry, girls.”

“Wowie,” Lemon Hearts said. “What’s up, Twi? You got a big Princess thing coming up or something?”

“Oh, it’s nothing,” Twilight said. Her eyes started to drift again, but she caught herself just in time. “Go on, Twinkleshine.”

The happy gossip picked back up with her story. Twilight froze when she thought that she saw a knowing glance from Minuette. Could she have noticed…?

Admittedly, Twilight herself hadn’t been very subtle. As she leaned down for another bite of her third—third!—sunflower sandwich, Minuette glanced up and smirked at her. Twilight’s spine went rigid, and she struggled to stifle an “eep” as the other mare took a hefty bite of her meal, chewed, and then swallowed, keeping eye contact the whole time.

Twilight wanted to look away, but couldn’t. Truth be told, this wasn’t the first time that Minuette had gone a bit “overboard” when their little group had decided to eat out. It’d started with finishing off Twinkleshine’s leftovers, and had gradually grown to everypony just knowing to order a second entree or appetizer for Minuette. And then a third.

Twilight swallowed as she watched the beginnings of a second chin swaying beneath Minuette’s face. All of those extra calories had started to pile up, and as a result, the other mare’s figure had begun to round out, softening at the edges. Before she’d moved to Ponyville and started running around trying to save Equestria, the shut-in Twilight had been a little plushy—but Minuette was “plush” and then some.

A soft layer of pudge covered Minuette’s entire body, leaving her body a bit wobbly whenever she walked anywhere. She actually had started to waddle instead of walk, lately, her chubby belly dangling a few inches below her. Now, sitting at the table, Minuette’s soft midsection formed a pouch over her lap, her full belly sitting comfortably on her thighs as her hooves dangled happily off the end of her stool. Twilight watched as the other mare swallowed another bite and then paused to adjust herself. Her thicker, supple rear jiggled enticingly along with her growing potbelly.

Twilight wiped away a bead of sweat on her forehead. She had to stop. This wasn’t proper. She wasn’t a chubby chaser. Really, she wasn’t. She liked healthy, well-proportioned mares and stallions and—

Minuette stuffed the rest of the sandwich into her muzzle, chewed for a moment, swallowed, and then winked. Twilight could actually see the bulge of the sandwich travelling down her throat, down to her happily gurgling gut where it would no doubt join the rest of the food she’d eaten in continuing to bulk up her portly figure.

Twilight gulped again. This time, she succeeded in averting her eyes. She kept them from Minuette for the rest of the meal. Maybe she was imagining things. Maybe Minuette hadn’t noticed her looking at her. Maybe—

“I noticed you looking at me in there,” Minuette told her, once they’d cleared out of the restaurant and bid farewell to the others.

Ulp. “I have no idea what you’re talking about.”

“Come on, Twilight,” Minuette said. “I’ve always been able to know when you’re lying.”

Twilight winced. “Okay, maybe. But is it a crime to look at one of your good friends?”

“Good friends don’t usually eye their friends’ asses in the middle of lunch,” Minuette deadpanned. Then she winked. “Or their bellies.”

Twilight’s mouth worked, but made no sound. Ugh. Bluh. Wha—

Minuette grinned and elbowed Twilight in the side. The movement made her round, chubby dimples bounce along with her flabby leg. “You should’ve told me you liked bigger mares,” she teased. “Maybe sometime you can take me out for lunch. Celestia knows I wouldn’t mind.”

With a soft grin, she patted Twilight on the cheek. “See you later, Twi.”

Twilight watched her plodding away. She eyed those smooth, thick curves, watched Minuette’s thick rump wobbling with every step she took. She imagined those curves growing deeper, fuller; that butt growing bigger and rounder and softer; that belly filling up, growing and swelling with softness until it hung down to her knees or beyond—

“Wait!” she blurted.

Minuette waited. Her sudden stop set her bountiful love handles jiggling lightly, and her belly smacking tenderly against the sides of her legs. She glanced back at Twilight, her grin widening. “Yeah?”

Twilight felt something growing inside of her, something ready to burst out if she didn’t let it. “I’d love to take you out for lunch sometime,” she said, almost desperately. “Do you want to go to Hayburger tomorrow with me?”

Minuette’s eyebrows shot up. “Why, thanks,” she said. “I’d love to.” With a confident grin, she turned back and set out for home, her overfull belly wobbling beneath her with every step.

Twilight had to resist the urge to sink to her haunches and groan. She’d gotten herself a date.

Oh Celestia. Twilight Sparkle had gotten herself a date.

But with that beautiful, bountiful mare…?

Twilight privately made a note to refill her purse with bits the next morning. She had a feeling that she was going to need them.

Where did she put it all?

Twilight watched Minuette scarfing down her fourth—fourth!—hayburger with more than a hint of envy. Gosh, but she’d never met a pony who could down as much food as Minuette could.

The “date” had started off well enough, with a chubby Minuette waiting eagerly for her outside of the restaurant. Twilight could’ve sworn that she’d seen Minuette’s mouth watering as they waited to be seated, and had been even more surprised when the other mare had actually ordered the local Hayburger’s notorious “Carnival Platter.” One of each burger on the menu, piled high on a platter.

Twenty burgers in total. And she was already a fifth of the way through.

They’d exchanged small talk and everything; there was some playful banter, mainly on Minuette’s side, along with a few mutual questions about what the other was reading (Twilight liked fantasy and adventure; Minuette was a diehard historical fiction fan). The second those burgers had touched down, though, it was like a switch had gone off in Minuette’s brain. As though her stomach was a bottomless pit, she’d immediately set off to devouring her meal(s), leaving Twilight just to watch in awe.

“Mm,” Minuette said, her voice muffled through her mouthful of food. “This is really good!” She swallowed the last bite and beamed at Twilight.

“Glad to hear it.” Privately, Twilight moaned the decreasing weight of her wallet, but figured it was going to a good cause—Minuette’s waistline. Once the third burger had gone down, she’d actually been able to see the slight bulge in Minuette’s already chubby belly; now, with four taken down, it was starting to bloat a little further out, drooping across her thighs.

“What made you decide to start eating like this?” Twilight asked, on an impulse. Minuette paused, wiped a crumb off of her chubby cheeks, and thought.

“Deciding how much I really loved food, I guess,” she said. Her growing second chin, smeared a bit with grease, jiggled against her neck. She grinned at Twilight. “Thanks again for this, by the way. You have no idea how hungry I was.” She patted her belly for emphasis, then giggled as it made a sound like a drum.

“What’d you have for breakfast?”

“Oh, not much.” Minuette stuffed a hoof-full of hayfries into her mouth, barely depleting the “extra-extra-large” bucket they’d ordered. “Just a half-dozen pancakes, two or three muffins, and a three-egg omelette.”

Just? Not much? And she was still hungry enough to gulp all this down? Twilight suppressed a shudder going down her spine; she couldn’t get turned on in public. Not where everypony could see. But she’d be damned if that wasn’t the hottest thing she’d heard all day.

“Well,” she said, her voice cracking slightly, “feel free to eat up all you want!”

“Oh, I will,” Minutte said. And she did. Twilight watched in awe, biting her lip as Minuette worked her way through enough food to feed a family of six. Her rounded, overstuffed belly swelled with each burger she forced down her throat; soon enough, the towering platter of food had been cut in half. Minuette’s stomach just kept ballooning outward as she gorged herself on fatty food, her belly rolling out to cover her lap and gurgling happily whenever she downed another supersized bite. Conversation slowed to nothing as Minuette just stuffed herself silly, pigging out on her burgers as her belly ballooned outward in front of her.

By the time she finally finished the platter, her magnificent stomach was poking against the edge of the booth table. Minuette patted her stomach and belched loudly, then grinned as Twilight blushed.

“Man,” Minuette said, rubbing her taut belly. “Now that was a good meal.” Having eaten a full twenty burgers and what had to be a full pound of hayfries, her chubby gut now looked nine months pregnant. It bulged obscenely in front of her, and as she swept herself out of her seat, it slapped against the backs of her knees, nearly causing them to buckle under her weight. Twilight leapt out of her chair and caught her just in time. Thanks to a “happy accident,” the side of her leg just happened to wrap around Minuette’s soft, pudgy back to press against her taut, full gut.

Minuette gave Twilight a knowing smile. “Thanks,” she said, and took a deep breath. “Wowie! I don’t think I’ve ever been this heavy. Help me home?”

Watching Minuette’s fat gut swaying between her legs, almost reaching her knees, gave Twilight the inklings of an idea. “Actually,” she said, somewhat slyly, “how about you come to the castle first? It’s closer.”

At that point, she guessed, any less amount of walking could only be welcomed by the big, growing mare beside her. Minuette grinned and leaned against Twilight, nearly toppling the smaller mare with her bulk. “Sounds good to me,” she said. She slapped her fat, heavy belly. “Gotta get this big girl somewhere to relax.”

The castle was, thankfully, a short five-minute walk away. Minuette knew the way, so Twilight let her lead. If she used the opportunity to sneak a few peeks at the other mare’s jiggling rump, or at her big, sagging belly, who was too accuse her? They were just a few, harmless little glances.

Though she was sure Minuette knew. She was even surer that Minuette was enjoying her new attention.

By the time that they got to the castle, Minuette was panting lightly. She stumbled into the sitting room and immediately flopped down onto a couch. Her belly lagged a few inches behind her, so there was a delightful lurch of flab as the chubby, full mare hauled herself onto the sofa. Twilight struggled not to ogle as Minuette’s taut, full belly jiggled like jello.

“Mmff,” Minuette grunted. She slapped her full belly and gave Twilight an apologetic grin. “All that walking worked up a bit of an appetite. Think you might have a light snack?”

“Sure!”

“Nothing too big,” Minuette said, mostly to herself. “Just a little pick-me-up, is all.” She leaned back into the couch and let her gut roll over her lap.

In a half a minute, Twilight was back with a small bowl of chips. Minuette happily dove right in, munching away on her extra calories. When she finished, there Twilight was with another snack: a slightly larger bowl of cheese puffs. Well, she couldn’t turn those down, though by the time she was finished, she was feeling incredibly full. She groaned and belched lightly, her hoof resting on her bloated tummy.

“More?” Twilight said, her eyes bright. She was holding a big bag of marshmallows in her magic.

Minuette groaned again and let herself sink into the soft pillows of the couch. “I’m—urp—way too full. For now,” she added, seeing Twilight’s face fall. “Though, um, I might have a little more room if I had some help.”

“Help?”

Minuette grinned. “A nice belly rub doesn’t sound too bad.”

Twilight instantly flushed. “Oh!” But she scrambled up on the couch beside her all the same. She hesitated, her hoof hovering over Minuette’s big, gurgling gut. At the other mare’s nod, she slowly lowered it until it was just barely resting against her coat.

It was taut, of course; Minuette was absolutely full of food. But it was surprisingly soft, too. Twilight pushed her hoof down and was surprised when it actually sank a good inch in. Minuette moaned under her breath and adjusted her position, her chubby ass cheeks squishing against the cushions.

“S’good,” Minuette mumbled. Her eyes were closed. She opened one; grinned hopefully at Twilight. “...More?”

Twilight nodded eagerly. She began to rub, at first softly, and then a little harder. Minuette’s soft gut swayed gently beneath her touch, the food inside audibly sloshing. After a few minutes of just contentedly rubbing Minuette’s tummy, Twilight levitated a marshmallow from the bag and pressed it against the other mare’s lips. Minuette allowed it in, then chewed softly. She gave out a long, low moan as Twilight kept massaging her gut, then swallowed the chewy candy and let it join the rest of the feast she’d downed.

Another marshmallow. Minuette smiled, then opened her mouth wide. Twilight plopped this one in, taking a certain amount of pleasure in watching the other mare’s chubby cheeks chewing around her sweet treat. When Minuette swallowed, there was another marshmallow, waiting for her.

They made it through the whole bag, Twilight rubbing all the while.

That wasn’t the last time that Minuette visited Twilight’s house.

A good restaurant stuffing was always fun, and Twilight was never unhappy with the prospect of ogling Minuette’s flank on the way out. Still, being in public meant that there were fewer opportunities for belly-rubs—since her ascension to princesshood, Twilight had discovered that gossip had a tendency to spread through Ponyville like wildfire whenever it concerned royalty. It didn’t help, either, that restaurant food got expensive, and even more so when you tended to clean out their whole stock whenever you visited.

Still, Spike was more than happy to cook up a little—or not-so-little—something for them whenever Minuette visited for lunch, brunch, dinner, or anything in between. After the first few days, Twilight took up a few recipes of her own. It turned out that, when you were dealing with a mare with Minuette’s appetite, more cooks in the kitchen allowed for necessarily bigger portion sizes. Her first efforts weren’t exactly the tastiest of dishes, but the more she worked at it, the better she got.

And the results showed. As Twilight filled Minuette up with her improving meals, the larger mare really began to pack on the pounds. Her thickening limbs swelled outward until the underside of her thighs rubbed against her belly with every move she made. Every thousand calories she stuffed into her growing gut plumped her up until her massive belly made for a wide, soft pillow for Twilight to rest her head upon.

In a week’s time, Minuette’s full-belly regimen sent her from chubby to downright fat, packing upwards of fifty pounds onto her once-petite body as her thick figure got thicker. Day after day, Minuette eagerly chowed down on more calories than she’d ever consumed before.

“Can we have breakfast?” she asked Twilight one day. Twilight paused in massaging Minuette’s taut gut and raised an eyebrow.

“You just had breakfast,” she said.

“Second breakfast, then!” Minuette said brightly. Twilight paused, then chuckled. Fifteen minutes later—with Minuette snacking on a good-sized basket of apples to keep her belly full while she waited—she returned with a feast that could have fed three ponies. She helped Minuette wolf it down, fondling the larger mare’s bountiful love handles as Minuette packed it away.

Four square meals a day became five. Before long, Minuette was snacking so often that it was hard to find a time when she wasn’t snacking. Even when she wasn’t at Twilight’s castle—which was less and less often, given that a princess’ stipend and spare bedroom was more than enough to support her new lifestyle—she carried a pouch filled with sugary treats and snacks around her fat and flabby neck. Whenever she ducked down to fill her chubby cheeks with food, she found her growing third chin rubbing against the middle of her neck.

By the end of the third week, Minuette was on her way to becoming well and truly obese. She started to have difficulty making her way back to her own home, her massive belly hanging down far below her knees. Twilight was more than happy to make her guest bed into a semi-permanent one; a live-in Minuette meant that they had more time to stuff her silly.

It became more and more common to see a totally full Minuette, her belly stuffed so full that it would drag along the ground as she walked, lounging on her bed beside a small mountain of emptied plates. Crumbs and sauce streaks littered her corpulent form after every meal, which Twilight lovingly cleaned off with magic—and, after a more heated feeding session, her tongue—before leaping right into a new belly rub. Minuette would just sigh, then lean back into her army of pillows, loving the feeling of her fat flowing around her larger body and belching occasionally.

Before long, even making her way across the house started to get difficult. After a certain point, Minuette would’ve preferred to stay curled up on her bed, kneading her massive belly and groaning with fullness. Twilight didn’t have any problem with leading her marefriend—for the word itself was, by now, completely unavoidable, even if neither mare was ready to say it out loud—to the kitchen, however. Each step the plus-sized mare took shook the floor lightly beneath her, which turned Twilight on like nothing else. And that was to say nothing of her enormous, jiggling flank.

That flank. That ass. That enormous, glorious, globular ass. To say that Twilight couldn’t keep her eyes off of it was perhaps putting it mildly. Whenever she wasn’t fixated on Minuette’s massive belly, Twilight’s eyes were stuck on those massive, jiggling butt cheeks as though they were glued to it.

She couldn’t help it. She longed to squeeze those plate-sized Cutie Marks, ached with a need to feel that plush flab against her skin—no, against her entire body. The way that massive ass, full and jiggling with the lard of hundreds of extra meals, folded over the back of Minuette’s chunky thunder thighs just turned her on like nothing else.

Minuette noticed, of course. There were few things she missed where Twilight was concerned. She was more than happy to let the smaller mare molest her plush rump whenever she fell into one of her feeding frenzies, and genuinely enjoyed the way her ass spread out beneath her when she sat down like a pair of gigantic pillows. But she saw the way Twilight eyed her rump and decided, mischievously, to take it one step further.

Which is why one day, just before lunch, she decided to slam her heavy body against Twilight’s side, sending her crashing to the floor.

“Hey!” Twilight said. “What’s the big—mmff!”

Her shout turned to a muffled grunt as Minuette sat her fat ass down right on top of Twilight’s face. Twilight squirmed and grunted, fighting against Minuette’s incredible weight, but Minuette was determined not give even an inch in this battle. She grinned and lifted her wide, chunky hips in turn before smushing them back down over Twilight’s prone form.

Twilight was in heaven. Minuette’s bountiful ass cheeks, each one almost twice as large as her head, surrounded her utterly. Thankfully, the space between them gave her room to poke her muzzle through to breathe, though Minuette giggled when she felt Twilight’s snout poking against her taint.

Minuette’s big, powerful gut rested solidly on Twilight’s lower body. It spread out before her in a cascade of flab, pushing her legs apart and molding its underside around Twilight’s crotch. Twilight whimpered as she felt Minuette’s fat rubbing against her aching pussy. Her nostrils flaring with Minuette’s sweet, thick scent, she suddenly got an idea.

Minuette’s body stiffened, her underworked muscles tensing beneath the layers of flab that covered them. Then she let out a long, slow moan, her legs kicking helplessly before her as Twilight went to town on her.

“Ooooh,” Minuette moaned. “Oh, gosh, Twilight. Oh, yes.”

Twilight didn’t bother to make any sort of response, as she was occupied both with licking along Minuette’s puffy labia and making sure that the fat mare’s heavy ass didn’t entirely cut off her circulation. She gripped Minuette’s ass in her hooves and pushed her muzzle deeper into the other mare’s rear. She planted a half-dozen short, sloppy kisses along the undersides of Minuette’s chunky thighs, then grinned as she heard—and felt—Minuette moaning in return.

Minuette shifted her weight, her huge ass cheeks kneading into the ground as Twilight’s tongue invaded her vagina. She let out a shrill yelp, her thighs squeezing together over Twilight’s belly as Twilight stuck her tongue deep inside, its tip flickering against her clit.

“Ooh,” Minuette moaned. “Ooh. Ooh. Oooh Celestia—!”

Twilight continued to attack Minuette’s insides with her tongue and lips. Her lips smacked against Minuette’s flabby labia as her tongue massaged her insides. Minuette’s quivering, flabby legs sunk deep between Twilight’s own, her heaving fat pleasuring Twilight as she humped Twilight’s exploratory muzzle for all she was worth.

Her stomach suddenly rumbling, a deep, gnawing hunger mixed with the pleasure that Twilight was giving her, Minuette decided that it was time for a snack. Her hooves resting on her belly and sinking a good half-inch into her flab, she opened her mouth and hovered over a full chocolate cake that had been sitting on the counter. It was, she told herself, just a light snack—she couldn't be expected to keep up all this pleasure without any kind of caloric intake.

And gods, but she was hungry.

Minuette massaged her huge, gurgling gut as she hungrily—but slowly, methodically—chomped her way through her first slice of cake. She swallowed a good half of it in one go, and quickly followed it up with the rest, her chubby cheeks bulging with her meal. Flecks of frosting and cream speckled her face, and she wasted little time in swallowing her first slice before levitating over a second one.

Magic was so convenient, really. It meant that she could keep feeding herself without lifting a hoof off of her wondrous belly. It spilled over her lap like a waterfall of flab; the only reason it didn't touch the ground was because her thick, chunky thighs were pressed so tightly together. As she rubbed her belly, swallowing another bite of chocolate, she shifted her weight atop Twilight. She let out a grunt, a piglike snort of pleasure as Twilight's tongue found its way into a particularly sensitive part of her marehood, and stuffed another slice of cake into her cavernous maw.

Twilight could hear Minuette pigging out above her, the fat mare stuffing herself with food even as she was being pleasured. That just drove Twilight even wilder with lust, and she licked and sucked every available inch of Minuette's supple flesh as she herself humped the big mare's bountiful flab. Minuette's mass, so large, so soft, and so warm, was all around her, on top of her, pressing down on her with a weight and heat unlike anything she'd ever felt before.

She imagined she could feel Minuette growing heavier on top of her, the mare's already incredible weight increasing as she gulped down slice after slice of cake, then cake after cake as her bountiful body grew to fill the entire room, her every bit of flab pleasuring Twilight from every direction imaginable—

Her voice muffled beneath Minuette's huge ass, Twilight cried out in orgasm as her tongue pierced particularly deep into Minuette's winking pussy. That set off Minuette's peak as well, and she grunted through a mouthful of cake as her thick, bountiful body jiggled endlessly around Twilight's smaller one. The vibrations of Minuette's flab just intensified Twilight's orgasm, shocks of electricity running up and down her spine as Minuette's sweet, sugary nectar flowed down her cheeks.

Some time after Twilight and Minuette’s orgasms ran out, the former managed to crawl her way out from beneath the latter’s flanks. Twilight took a deep breath of air as she ‘escaped,’ only slightly saddened by the fact that Minuette’s scent was much less apparent now.

“Wow,” she breathed. She eyed Minuette.

The big mare held up a hoof as she chewed her final slice of cake. Then she swallowed, groaned, and gave her gut a big squeeze. Her hooves didn’t even wrap halfway around; if she stood up, it was a sure thing that her belly would drag along the ground as she walked. She actually tried to heave herself to her hooves and failed. She flopped back down the ground, her thunder thighs rubbing together as her gut bounced and vibrated like the head of a drum.

“Gosh,” she said, her chubby cheeks sagging, “I feel heavy.” She wiped up with a thick arm and wiped some of the crumbs away from her second and third chins. She closed her eyes and let out a long, low moan as she leaned up against the side of a nearby chair. Her hooves sank a few inches into her squishy, semi-filled gut.

“Wow,” Twilight mumbled again. She met Minuette’s eye. “That was...um, new.”

Minuette smirked. “You’ve been ogling my flank since I started gaining, Twilight. I figured it was only proper for me to give you an up-close-and-personal look.”

“Well,” Twilight said with a cough, “thanks. But does this mean…” She cleared her throat. “That is, does this mean that we’re a thing? Now that we’ve...um…”

“Now that you’ve eaten me out?” Minuette said. She sounded amused. “Sure, so long as you keep me fed.”

Twilight blushed cutely. “What, still not big enough?”

“Twi,” Minuette said. “You know me by now. I’m never big enough.”

Even though she’d just orgasmed, hearing that turned Twilight on even more. “Well,” she said slyly, “I might be able to help with that.”

“Hm?” Minuette paused halfway through munching a potato chip—she’d floated over the bag while Twilight had been talking, never one to stop snacking—and raised an eyebrow. She swallowed. “I’m listening.”

“Just a spell I found,” Twilight said. “It boosts appetite and total capacity—and quadruples the calorie count of everything you eat. Not to mention that it gives you near-instantaneous metabolism.”

Minuette swallowed her mouthful of chips and gaped. “Then what are you waiting for?” she asked, a giddy grin on her chubby face. “Let’s try it out!”

“Well,” Twilight said, “it does require an awful lot of food to go along with it…”

Minuette smirked. “And you’re telling me you’d bring it up without having a good amount of food to stuff me with?”

“Guilty as charged.” A flicker of Twilight’s horn, and a pantry door that Minuette hadn’t previously noticed swung open.

She felt a line of drool running down her chins. The mountain of food in that closet was incredible. It was a wonder she hadn’t smelled it by now; in her weeks of gluttony and gaining, her sense of smell where food was concerned had become as sharp as a bloodhound.

“Now,” Twilight said, “just hold still…” The glow around her horn brightened.

Minuette felt a warm sensation running through her body. Just like that, she felt the cake, chips, and anything else she’d eaten today melting away inside of her belly. Instead, all that was left was a yawning, empty abyss. Her gut rumbled loudly, pleading for food to fill it as its previous meals melted away into fat, the folds around her waist and generous hips swelling outward by a good half-inch.

As Twilight levitated over the enormous pile of food, Minuette opened her mouth wide. She could feel her stomach rumbling, turning and groaning inside of her like a living thing. It needed to be filled. She needed to be filled, more than she ever had before.

And Twilight obliged.

Incredible amounts of food found their way into Minuette’s waiting maw, each new dish squeezing into her chubby cheeks as she gulped each new delicious meal down. A half-dozen cakes vanished into her stomach, followed by as many pies and a small army of cookies. On and on Minuette munched, scarfing down food as fast as—and, at one point—even faster than Twilight could hope to feed her.

Her fat belly bloated, bulging and swelling as it filled with food. Once every thirty seconds, though, like clockwork, Twilight’s spell kicked in and emptied it again. Every time it happened, Minuette let out a low, rumbling belch, her whole body swelling in size as her taut, full belly melted into fat around her. She groaned as her stomach and, indeed, her whole body ballooned outward. The sides of her fat, flabby gut hit the ground on either side of her waist-thick thighs. Her fat asscheeks squished out beneath her as more and more pounds found themselves packed onto Minuette’s impossibly wide flank.

The more Minuette ate, the hungrier she got. She loved it—loved every calorie that Twilight was shoving down her hungry throat. Her belly gurgled happily, digesting every new dish that Twilight crammed into it as crumbs and flecks of sauce oozed down Minuette’s fat, flabby chins. Her third and second chins were big, round bibs by now, and a fourth looked to be making progress as well. Minuette smacked her lips, taking a moment to breathe before opening up again and letting Twilight fill her to bursting—at least until the spell kicked in again and added another dozen pounds of fat to her blubbery, beefy mass.

Every few bites, Twilight would lean in and steal a kiss from Minuette’s chubby lips. The fat mare returned it hungrily—not only out of lust, but also because Twilight had coated her muzzle in chocolate sauce, and the ever-hungry Minuette was more than happy to clean it up for her. When they weren’t making out, Minuette was eating, belching, and growing as more and more food entered her massive body.

Finally, Twilight let out a sigh and leaned into Minuette’s mountain of flab. Sitting on her rear, now, Minuette found that her plush ass raised the rest of her body a good six inches above the ground. Twilight’s spell had more than done its work; she was absolutely huge: a blob of a pony, unspeakably obese, with a massive jiggling body full of fat and flab.

Twilight’s chest was heaving. “Gosh,” she said, “but this is turning me on.”

“Then why not have a little more fun?” Minuette offered.

“That’s not a bad idea,” Twilight said. She bit her lip. “Actually, there’s a spell I’ve been meaning to try…”

“Go for it,” Minuette said. She smirked, and licked a drizzle of chocolate sauce from her lips. “So long as I get to keep eating, I’m happy.”

Twilight nodded. “Well, when you put it that way…”

Minuette’s eyes widened as she felt a sudden force surround her. “Hey, what’re you—oof!” With a grunt, she found herself pushed forward onto her gut, her laughably tiny legs waving helplessly as her body pitched forward. Her magnificent belly squished out beneath her, and her enormous flank was suddenly thrust up into the air. Without Minuette’s weight pressing it down, it was free to expand outward—and to jiggle like a water balloon. Twilight eyed it in awe, the glow on her horn fading as she finished moving Minuette forward. Each cheek of Minuette’s incredible rump was larger than her head; each one of her Cutie Marks was easily a foot in diameter.

Minuette struggled to peer over her shoulder, but found that there was too much fat in the way to properly turn her neck. “What’re you—mmff—doing?”

“You’ll see,” Twilight said. The glow sprang up around her horn again. She closed her eyes, bit her lip. A warmth began to grow around her groin. She grunted slightly, sweat beading on her forehead, as a small nub began to poke out of her crotch a few inches before her marehood.

By the time she was finished, a fat, thick stallion cock was hanging at half-mast between her legs. She exhaled, then shivered as a surge of pleasure ran through her new tool. Already a foot in length, it dangled nearly to the ground and showed no sign of stopping. A pair of equally large, basketball-sized testicles dangled between her legs.

Eyeing Minuette’s enormous ass, it took little time for Twilight’s erection to reach its full size. Throbbing at a massive two and a half feet in length, her shaft reached past the front of her chest, and was steadily leaking pre. Minuette, still straining to look behind her, didn’t know at first what had happened, but realized as soon as she felt that massive length poking between her sensitive ass cheeks.

“Ooh, you naughty filly,” she said, shivering with pleasure. “You didn’t.”

“F-f-fuck,” Twilight grunted. Minuette’s massive ass folded around and on top of her new member, caressing it with soft, meaty folds. Her hips twitched an inch forward and a generous spurt of pre erupted from her tip. She struggled to hold onto Minuette’s fleshy rump, squeezing generous hoof-fulls of assflesh in either hoof. Her forelegs barely reached around the larger mare’s rear, and seemed impossibly far from Minuette’s massive hips.

Grinning at Twilight’s obvious pleasure, Minuette settled down onto her massive gut and levitated the next dish from the pile. If Twilight was going to love her cushion, there was no reason for her not to give her even more for the pushin’.

So as Twilight thrust her massive, throbbing tool in and out of Minuette’s flab, the big mare herself was happy to keep eating, though at a reduced pace from before. The two grunted and moaned as Twilight’s thrusts rocked Minuette back and forth atop her gut, Twilight’s heavy balls slapping against Minuette’s pudge with each thrust.

Twilight’s ears twitched. She could still hear Minuette eating: slurping, chewing, gulping. Even as she pounded her flab, the larger mare was still enough of a pig to scarf down more food, growing, swelling with fat as she gorged herself on more and more treats.

This testament to Minuette’s gluttony only served to heighten Twilight’s lust even more. She felt her rock-hard cock harden, her balls seizing up as she reached her peak. An impossible, roaring heat and pressure built up at the base of her groin as Minuette’s fat fondled, squeezed, and teased her erection. With a cry of pleasure, Twilight let loose, her thrusts going wild as she pounded Minuette’s ass again and again. Ropes of thick, creamy seed erupted from her tip, filling the space between Minuette’s cheeks and dripping down past her sagging thighs toward the ground.

Twilight collapsed against Minuette’s massive body with a groan, her erection softening as a few globs of jizz dribbled from its tip. “Gods,” she wheezed. “That was...wow. Thank you.”

Minuette paused in her munching long enough to grin to herself. “Glad to help,” she said. She looked thoughtful for a moment.

“You know,” she said slyly, “from what I felt of it, that dick of yours might be big enough to reach all the way in. I could stand feeling a little bit of the fun myself.” With some effort, she hefted her weight to one side. This jiggled the fat on her flanks, causing them to bounce and heave enticingly above Twilight’s head. Twilight bit her lip as she felt her member already beginning to harden again.

“I’ve still got enough food to keep me going,” Minuette said. She bit down on another slice of cake, chewed, and swallowed, moaning around the taste of sweet, creamy chocolate. “So I guess what I’m saying is—how about a round two?”

Twilight snuggled into Minuette’s belly, one hoof stroking the side of her erection. “I think,” she said, grinning, “that I could definitely go for that.”