Lights, cameras, fashion! Hoity Toity loved the Grand Galloping Gala. That sacred holiday, the one time of the year when the creme de la creme could gather together and worship the art of social decorum. Equestria’s best stood in attendance, and for the Gala especially, they had gone out of their way to look the part. Sharply-trimmed suits from Manehattan, dazzling Canterlot gowns, and, and — oh, there was simply too much to describe. Tomorrow’s trends were born tonight, and here he was, at the eye of the storm. Surely this was heaven.
And even in heaven, his opinion held sway. The direction of his gaze was a well-kept secret, hidden behind his trademark shades, but still he could sense ponies vying for his attention. Up-and-comers, mostly. Ambitious types who wanted his approval to put them on the map, plus a few veterans who wanted him to hold their position. No one knew where he was looking, but he knew quite well that their eyes were on him.
The crowd parted like water where he walked, nobody eager to be the one pony who’d stood in Hoity Toity’s way. It didn’t hurt that he was a very healthy stallion; seventy-six inches of shapely muscle and natural grace. His tailored black suit was embossed conservatively with golden patterns, placed strategically to draw attention to his most prominent features — especially the obscene bulge straining against his pants. He was quite proud of that one, and could barely stifle his grins where he noticed the mares staring.
Speaking of which... He took another sip of brandy and scanned the crowd for a worthy prize. Who would be the lucky lady tonight? Many of the mares in attendance were rising fashion stars or Canterlot socialites, looking for their next rung up the ladder. It wouldn't take much to convince one that making his night more interesting would improve their own prospects. Tit for tat, as it were. A mutually beneficial arrangement.
Eventually his gaze fell on a promising mark: a petite unicorn in a shimmering scarlet dress, set with brilliant rubies. She had a certain poise to her bearing, and the scandalously low cut of her dress advertised a very promising body. Blood red fabric against pristine, snow-white fur, granted depth by the apple-sized swell of her bust. Hoity licked his lips, a monstrous erection snaking down the leg of his pants. Yes, she'd do marvelously.
He walked toward her with practiced nonchalance, giving only the barest of hints that he'd noticed her at all. Goodness gracious, but she was small. She seemed to shrink in height as he advanced toward her, standing only at eye-level with his chest. And yet, even in his shado that dress of hers seemed to sparkle brighter than ever. What a catch! He'd have to ask her the designer. But first came first...
"Ahem!"
"H-Hoity Toity!" she spluttered, shocked that he was standing by her on purpose. "One of the biggest names in Canterlot fashion! Monarch of Modeling! King of the Runway! T-to what do I owe this honor?"
"To your radiance, my dear," he said, laying it on thick. This mare clearly understood how much his praise was worth, so why not cash some of it in? He took a sip of his brandy and smiled down on her. "You're easily one of the most... lustrous gems I've seen tonight." At this a small wave of nausea passed over him, blurring his vision. He took a glance to his brandy and set it down on the table. Strong stuff. "Would you do me the pleasure of telling me your name?"
"Rarity!" The mare pursed her lips. "Don't you remember?"
"Ah!" Hoity took a moment to recollect himself. They'd met somewhere before. Not that he could remember where, but it would be foal's play to fake it until he could make it. "I'm sorry, Miss Rarity, I see so many faces in my line of work that it's simply impossible for me to remember them all." He tipped his sunglasses and gave her a wink. "You'll forgive me, won't you?"
Rarity crossed her arms, unsympathetic. "You cheered for my work," she said. "You said wanted to order a whole line from me. Am I to understand that the reason I'm still waiting on it is because you forgot?"
"Not at all," he lied smoothly. "I have no memory for faces, but I never forget fashion. Your order should come in any day now, and just to be sure I'll resend it immediately tomorrow."
"Well..." Rarity looked somewhat mollified. "If it's the truth, then..."
"It is." He smiled at her. "In fact, I have no intention of making the same mistake twice. Why don't we both go somewhere more private, so I can acquaint myself better with your divine beauty?" He ignored another tinge of nausea as he bent down to kiss her hand. And on the way down he caught himself another glimpse of her generously sized tits. Had he really thought they were apple-sized before? It seemed a better comparison would be oranges. Perfect, orange-sized spheres hidden tantalizingly behind her shimmering dress. On a figure like hers, they looked positively mouthwatering.
Rarity blushed. "That's, um, very forward of you, Mister Toity. You're a very handsome stallion, but I'm not sure I should. I'm, ah..."
"Not likely to find a better prize," he boasted, flexing an arm and inviting her to feel. Even beneath his suit it was obvious that there was meat on those bones. Ponies in his line of work took very good care of their bodies. "Please. I insist."
"Y-you're too kind, Mister Toity!" Rarity squeaked, her face almost as red as her dress. "Really! But—"
"But you clearly don't think I'm worth your time." Hoity threw his hands up in mock resignation. "I understand. You'll understand also if I must, as a critic, mention the designer's unfortunate demeanor in my review of your boutique. I'd rather not, personally, but—"
"But wait!" Rarity cried. She tugged anxiously at one of her indigo curls, taking a deep breath through clenched teeth. "I... Ech... Very well, then. I can, um, hardly afford to snub such a distinguished..." Her eyes narrowed, ever so slightly. "...customer."
"Splendid!" He laughed and clapped his hands together. She didn't look happy with it just yet, but she'd see in time that relationships like these were not only mutually beneficial, but necessary. Why, all the cock he'd had to suck to get to his own lofty position! "You won't regret it, Miss Rarity. A beautiful gem such as you deserves to be treasured properly." Dizziness passed over him for a third time. It seemed the nausea wasn't going away any time soon. He grabbed his brandy from the table and downed it all. Why not, at this point? "Now..." He set a hand on Rarity's shoulder. "Let's go somewhere more private."
They made a handsome couple as they walked through the ballroom. Hoity might have worried earlier that Rarity wasn't tall enough to look anything more than a doll at his side, but she looked big enough now to be a good match. Chin height, even! Perhaps she'd only been stooping earlier. Some mares did find their knees a little weaker in his presence. Rarity, though, felt oddly rigid beneath his grip. Some mares, too, didn't immediately enjoy their arrangements with him. A little small talk usually helped to ease the tension.
"That's a lovely dress you have on, Miss Rarity," Hoity said to her. He stumbled briefly as his vision blurred once more, bumping over another mare in the crowd. "Sorry, sorry!" He cleared his throat once they'd passed on. "I was wondering who might have designed such a beautiful outfit?"
"Myself, of course," Rarity said, a hint of pride in her voice. "My little Spikey Wikey dug up some rubies so dazzling I couldn't help but design around them." She bit her lip. "This may sound silly, but could you compliment my dress again? You don't have to mean it, but it makes me feel more... confident, somehow. I think I could make use of that right now."
"Of course." He had plenty of experience with mares looking for praise. Especially before bed. His erection throbbed slightly, though it didn't seem to strain his pants quite so badly now as it had before. It wouldn't be the first time his arousal had stretched something out. "Where do I begin? Oh, yes! That dress of yours is a radiant red jewel in a sea of dull stones. The patience, the talent, the inspiration it must have taken to design something so lovely... I can only imagine. It fits your form so fabulously, my dear, and on your body it seems less a dress, and more a work of art." He nodded. That should be enough. He'd almost meant some of it too.
Rarity sighed contentedly. A discerning eye might have noticed her breathing had slowed, her eyes glassed over. Supple breastflesh strained against the confines of her dress, nipples poking curiously through the fabric. Further down, the faintest stirrings of motion rippled through her skirt. "Thank you, darling. I do feel better."
"It's my pleasure," Hoity started. Then it hit him: a wave of nausea so overpowering he might have mistaken it for seasickness. The Gala spun around him like a roulette wheel, melting into colorful blurs and fuzzy balls of light. Rarity crumpled briefly under his weight, as he leaned on her. She must have been stronger than he'd thought, though, for a minute later she'd hefted his bulk and managed to help him out into the side hall.
"Ugh," he gagged once it had finally passed. Thankfully, they were in relative privacy now, away from the ballroom's prying eyes. He could only hope no pony of any importance had seen that episode of his. "My thanks, Miss Rarity," he said, turning toward his beautiful date. For a moment in that post-sickness daze, he thought he could lose himself in those striking blue eyes. Then he realized he was looking her in the eyes. He pushed her away and stood straight as possible to confirm it: Rarity was as tall as he was now. "What? I... How?"
"Don't ask me, Hoity," Rarity said, looking her body up and down. She was definitely taller, and where Hoity had been shocked, she seemed only pleasantly surprised. Deservedly so. The old Rarity had been a very pretty, if petite mare, but the new Rarity looked cut from marble. She ran her hands slowly down her newfound curves, arms rippling gently with toned muscle. Breasts the size of cantaloupes were almost spilling out of her dress, the edges of her cherry-red nipples peeking out to say hello. She traced a finger over them and cooed appreciatively. "I don't have a clue what might have caused this, but I can hardly complain about it."
"I can!" Hoity whined. He'd only just noticed his suit fitting looser on him, like it was a size too large. It wan't just Rarity. Everything felt bigger to him. Doors, furniture, lights. He could practically sense how much closer he'd grown to the ground. Hoity Toity had shrunk, just as Rarity had grown. "No!" He shook his head. "It's a trick. Some kind of illusion. Have you cast a spell on me?"
Rarity gasped, as if scandalized by the accusation. "I have not! My horn has been in plain sight all this time and it hasn't glowed a bit since the moment we met."
"If you say so, if you say so," he groaned, looking down at his crotch. There remained a respectable bulge there in the fabric, but his dick was no longer the pants-straining monster he loved to flaunt. That, too, had shrunk with him.
And Rarity saw it too. She stepped toward him, a grin spreading across her cheeks. "But we shouldn't let this stop us, Mister Toity. You said you'd talk about me in your review, and I can't, in good conscience, leave the Monarch of Modeling..." She placed a palm over his crotch and stroked it gently. "...unsatisfied."
"Ungh..." Hoity groaned, this time in pleasure. He should have been thinking about why he'd shrunk, but he could hardly manage with all his blood draining into his lower head. Rarity's palm ran over his crotch in a slow circle, stimulating it just enough pique his interest. Celestia, she was good at this. In fact, loathe as he was to admit it, Rarity had only grown more stunning with her changes. The perfect mare, in his eyes. She'd be a dream for him... if only he hadn't shrunk too! That was the only thing that could change meeting his dream mare into a nightmare.
"It's clear you're still a very gifted stallion, Hoity," Rarity giggled, circling her palm over his shaft as it awoke to its new length. "But I wonder if I'm bigger now?"
"Bigger... than me?" Hoity's posture stiffened. He backed away from her. "A mare!" It wouldn't be a surprise to him if Rarity was one of those mares. He wasn't a picky stallion. But he did resent the implication that a mare — a mare who, only ten minutes ago, had barely stood up to his neck — had a cock bigger than he was. "I don't believe it." He shook his head. "It can't be. You couldn't. It doesn't even show!"
"I don't bother much with illusion spells," Rarity giggled, "but I do know one for compression." She circled around behind him, the telltale hum of magic buzzing in his ear. When it finally stopped, he still couldn't see Rarity's cock, but he could definitely feel it. A very respectable, ragingly erect stallionhood, pressing up through her dress and against his back. His mouth felt dry. It felt like a warm, fleshy cucumber poking into him. Eight inches, maybe nine? Ordinarily, he'd be bigger, easily, but now...? "So," Rarity said. "Why don't we find a suite and compare?"
"Now, see here, Rarity!" Hoity said, snapping to his senses. "You're a very beautiful, very attractive mare, but..." His head throbbed. Rarity's cock throbbed larger behind him. A warm, wet-feeling stain blossomed against the back of his suit. Drip-drops of something pattered against the floor, and Hoity's nostrils flared as the air thickened with Rarity's musk. Her arms pressed against him, thicker and heavier, and her hands again cupped his bulge. Hoity shook his head, trying to clear his thoughts. "Uh..."
"Aw..." Rarity whispered playfully in his ear. "The big, famous Hoity Toity is afraid he might not match up to a little mare from Ponyville? Is he worried that she might be more of a man now than he is?" She giggled. "Quite a scandal for the tabloids, don't you think?"
That did it. Hoity gritted his teeth. No overgrown mare was bigger than he was, and he certainly wasn't going to allow this arrogant little upstart to ruin him in the tabloids. Even somewhat reduced in size, he was far more important than she'd ever be! "Alright!" he growled. "We'll settle this." He turned to face a Rarity just barely tall enough to look down on him. Thank Celestia his sunglasses hid his widening eyes. Rarity was still growing, which could only mean that he was still shrinking.
"Yes." Rarity's smile seemed ready to split her face. Her dress looked almost painted on, for all it hid. "I think we shall. Come along, darling. I have a suite here we can use."
She led him by the arm down the hall, dragging him where he refused to hurry. It pained him to realize she was strong enough to do that now. Nopony dragged Hoity Toity anywhere! And yet, Rarity was doing just that. He swallowed a scream. There would be time enough to show her who was in charge. How much more of a 'man' he still was, especially compared to, to — to use her words — some little mare from Ponyville! And after the night was over, after he'd figured out how to return to his normal size, she'd realize how foolish it was to have acted so arrogantly with him.
For now, though... at least the view was nice. Rarity's dress was clearly losing its battle with her body, slits of white-furred flesh widening where her expansive hips had proved too much for the fabric. She seemed to delight in it, too, holding herself so much more confidently and sensually than that dainty, doll-like mare he'd met in the ballroom. He hardly dared to guess what that monster between her legs was doing to the front. "I don't know what you have to complain about, Hoity!" she said, half-singing. "I'm a much nicer catch now! A prize worthy of the trendiest pony in Canterlot, don't you think? Oh, and this dress! Well, it was clearly made for a smaller mare, but it accentuates my form so nicely now! Don't you agree, Hoity?"
"Yes, yes," Hoity grumbled, too dizzy with rage to notice another dizzy spell. He too far gone to tell if he was merely seeing red, or the back of Rarity's increasingly inadequate dress. Her grip growing tighter until he He stumbled again as Rarity pulled him forward. It was getting harder and harder to move in a suit tailored for a much bigger stallion, and he hated her for that, too. "Yes, you're big, you're beautiful. I get it."
"Do you?" Rarity's voice had gained a rumble to it. It sounded deeper, richer. She halted abruptly, allowing a dazed Hoity to crash into her pillowy rear. "I'm not so sure about that, dear."
Hoity shook his head, rattled by the collision. He looked up at Rarity... and up, and up. Her dress was barely more than scarlet tatters on her form, still clinging desperately to a mare who'd long since outgrown it. Bits of Rarity bulged outward everywhere from the tears, and her legs alone looked like marble pillars. By Celestia, she had to be almost seven feet tall! He gulped, realizing too that he must have shrunk by about the same height. A little colt, standing in the presence of a bona fide goddess.
"Well, we're here." She turned about to face him, or at least to grant him a view of her other assets. He could barely see her face from beneath those tits, competing with his head for size, but it wasn't hard to guess she was smiling. A glance down at the space between her legs, where there still remained some dress, told him that Rarity had recast her compression spell. He wouldn't have to see how big she'd grown there. Not just yet. "And thank you so much for your kind words, Hoity. I wasn't sure about your proposition at first, but with your encouragement, I think I've really warmed up to it."
Too late Hoity realized what had happened. All his compliments, all his praise... This entire time, he'd been feeding more than Rarity's ego.
"No time to waste!" Rarity laughed, about facing him to a darkened bedroom. She gave him a playful pat on the ass to push him through. Or perhaps she'd only meant it to be playful. Given the difference in size between them, even that tap had almost stung. "I'm sorry, darling, I hardly know my own strength now!"
"Now see here!" He spluttered, hoping to regain some faint grasp of control over the situation. "How dare you! I've half a mind to—"
"Finish what you started," Rarity said, grinning like the cat who'd caught the canary. "Honesty's not my element, darling, but it's the truth that I hadn't seen all this coming. I'll be happy to help you get to the bottom of all this once it's over, truly! But first, I think we should see to our prior arrangement." She stretched gleefully, raising her sculpted arms over her head. Her horn glowed a sapphire blue, signaling the release of her compression spell. The dress, already strained well past the breaking point, finally gave up with the return of her erection. The fabric tore in a long, slow riiiiiip up the middle as the leviathan rose between her legs, leaving little more than a few shreds of scarlet fabric stuck to her midnight-black member. "Ah!" she sighed, peeling off the remnants of her dress. "That feels so much better."
"I..." For the first time all night, Hoity Toity had nothing to say. Rarity's dick was truly enormous: more than a foot of fat, dark cockflesh, bobbing at just below eye level. A musky bead of precum welled up from her tip, assaulting his senses with the heady fumes of her musk. He stared at it for a minute, only faintly aware that his own, much-diminished, erection had returned. The trendiest pony in Canterlot had never met a stallion, much less a mare, bigger than he was, and Rarity was bigger now than he'd ever been. In a flash, he remembered all his own sexual exploits on the way up the corporate ladder. That feeling of subordination to his betters, how big they'd seemed before he'd taken to training... Even a pony as well-respected as he was now had to acknowledge... perfection where he saw it. He licked his lips, wondering idly if he could take even half of Rarity now. Did he really want this?
His cock throbbed in the affirmative. He did.
"Okay," he conceded. "But the minute we're done!"
"The very minute." Rarity nodded and pulled his oversized suit off him, leaving him stark naked. She stifled another giggle, glancing meaningfully down at his stiffening cock. "Of course."
In a blur, she swept him up into her arms, pulling him deep into a kiss. He tried valiantly to reciprocate, but her tongue easily outwrestled and overmatched his own, filling his mouth. "Relax, darling," she told him, before pulling him back in for another. "Let me handle this." Between his legs, Hoity could feel the oppressive heat of her stallionhood, throbbing angrily with every beat of her heart. Rarity wanted him badly. And if the tinier erection sitting atop her own meant anything, he wanted her too.
"Now," Rarity giggled, finally satisfied with the kiss. "I wonder who's bigger?" She dropped him gently on the bed, scooting her own massive bulk up to meet him. Their cocks met, side by side, and Hoity could only blush as his own cock barely met Rarity's bulging medial ring. He could feel his balls buried beneath Rarity's overripe sack, churning and gurgling with cum to service her newly enlarged member. If he didn't know better, he'd have sworn she was getting off on knowing how much bigger she was than he... Just as he was getting off on the same realization. "Well..." she said, holding Hoity's cock straight against her pulsing black pillar. A fat glob of pre crawled lazily down her shaft, breaking open over Hoity's cock and coating it thoroughly with her juices. "It's a very close call, but I think I'm just a teensy bit bigger than you, Mister Toity."
He could hardly argue with that, staring silently in awe at the sheer size of Rarity's member. He knew from experience how big most of Canterlot's most famous ponies were, and now Rarity topped them all. A droplet of pre welled at his own tip as he realized that, at this size, Rarity compared favorably with the princess herself.
"Well!" Rarity announced, hands toying idly with her engorged nipples. She hefted an enormous, jiggling tit and sighed, clearly enamored with her own size and... sensitivity. "I think it's only good manners for the gentlecolt to make the first move, Hoity. Would you mind?"
Hoity could still only stare at her enormity, boggling at just how much Rarity there seemed to be. She wasn't merely taller than him now, everything about her seemed to loom. His cock throbbed, only to be overwhelmed as Rarity's throbbed even harder. A small reminder that her pleasure took precedence.
She wrapped a hand the size of a dinner plate around the back of his head and pushed him gently down to her shaft. The heat, the smell, the size of her erection only seemed more daunting when his face sat only inches away. Balls the size of his fist led into a cock nearly larger than her arm. It was positively drooling in anticipation, rivulets of pre running down her shaft and pooling in growing stains on the bedsheets. Her dick bobbed and whapped him wetly in the face, marking him indefinitely as her own.
"Hoity," Rarity repeated, more insistently. "Be a dear and suck me off."
He could hardly argue anymore. Slowly he opened his mouth, wide as he could manage, praying it would be enough to fit her. And it was! Just barely. Her cock jammed its way tightly down his throat, clogging all passage. His tongue waggled feebly around her length, trying to enhance her pleasure, but she was just so big! He could feel the skin of his throat bulging outward as he bobbed up and down on her length, barely even capable of forcing his lips down far enough to kiss her thick medial ring.
"Mmm, oh..." Rarity moaned, guiding his movement gently with her hand. The other was busy groping a fat tit, pure white breastflesh overflowing even her own fingers. "You've done this before, haven't you, darling?"
"Mmhmm," Hoity hummed, eliciting another sigh from Rarity. He rose up briefly to gasp for air before plunging back down on Rarity's shaft, his hands occupied with working his own stallionhood. No stallion he'd ever serviced had been even close to this big. Had ever filled his throat so fully, so completely.
"Ah!" Rarity gasped, clutching his mane tight. He could feel the blob of fresh pre as it travelled up Rarity's shaft and down his throat, settling his stomach with a heavy warmth. Hoity shuddered in pleasure. It felt oddly satisfying, somehow, like downing a mug of thick, hot cocoa all at once. "Oh..." Rarity pulled his head up, evidently satisfied. "A wonderful appetizer, Hoity. Now for the main course."
"The main course..." Hoity repeated. His eyes widened in shock. "You can't mean...!"
"I do mean," Rarity said, dancing her fingers along the shelf of her medial ring. "It would hardly work for us to do it the other way around, Hoity. Not at our respective sizes." She smiled sweetly, motioning him to turn around. "Don't worry, dear, a lady knows how to be gentle."
Hoity nodded and turned obediently to present his rear. It wouldn't be his first time taking a cock like this, but all experience went out the window when faced with the monster between Rarity's legs. "Please do be gentle," he whispered, as he worked himself down on Rarity's length, cringing as the thick head of her cock forced its way through the ring of his pucker. "Oh! Oooooh..." He moaned as the rest of Rarity's shaft followed suit. He could feel it throbbing as he clenched tight around her, Rarity's heartbeat dominating his own.
"Squeal for me, won't you?" Rarity panted, pushing her way further in. The grey fur of his stomach bulged outward as her cock pressed insistently. And he'd only just reached her medial ring. "I... oh, yes! I want you to squeal."
"Eee!" he squealed, as the ring passed, too, Rarity's cock more than obvious now through his belly. He'd never felt so hard in his life. Every neuron in his brain was firing on full blast, every thrust of Rarity's thickness pushing him closer to his own orgasm. His eyes rolled into the back of his head as his ass finally bottomed out on Rarity's bloated balls. He rubbed his stomach gingerly, feeling the head of Rarity's shaft through his own skin. He wasn't a partner in this arrangement. He was hardly more than a warm cocksock for this titaness of a mare. And that thought turned him on like nothing else.
"Yes!" Rarity boomed, bouncing him again on her shaft, her hands easily pulling him up and forcing him back down. "Yes! Faster! Harder! More!"
Hoity yelped his own desires, barely coherent enough to make the words properly. He felt Rarity's cock throb powerfully inside him, her balls inward. She was about to blow.
"Yes, yes, yes, yes, YES!" They both screamed as Rarity's orgasm finally hit, and hit hard. Rope upon rope of hot, creamy cum filled him like a water balloon. His consciousness dissolved into a gooey haze as his own orgasm followed, splattering the sheets with cum. He felt as if he was going to burst at any moment, every second feeling full to the brim before Rarity's cock pumped another load inside him, and then another.
Finally, though, Rarity's orgasm ramped down, the river of cum slowing into a trickle before finally petering out altogether. "Urgh..." he groaned, rolling off Rarity's softening shaft. Trickles of excess leaked slowly from his stretched pucker, but the majority of Rarity's orgasm had stayed exactly where she left it. His belly felt warm, wobbly, and full. So very full. He could only wonder how long it would take to digest a load so massive.
"You did... you did wonderfully, dear," Rarity panted, fur shining with sweat. "The best I've had in a long time." She set him up gingerly on the bed — careful not to put any pressure on his stomach! — and laid down beside him. The sheer weight of her body on the mattress pushed the bed downward, rolling a dazed Hoity gently over to his giant lover. "So..." she said. "Should we look for a way to fix this?"
"In..." Hoity hiccuped, a wet feeling rising up his throat. "In a little. No hurry." He wrapped his arms around one of Rarity's own, nuzzling gently against the swell of her breasts. She'd been his best in a long time too. "I'd be happy to spend more time with such a... lovely lady." And with that, feeling completely and utterly content, he drifted off to sleep.
