Shameless in Ponyville

Chapters

Chapter One: Good Morning, Stud
Chapter Two: Distractions and Desires
Chapter Three: Sizing Up
Chapter Four: How Do I Look?
Chapter Five: Filling Up The Pool
Chapter Six: Some Light Entertainment

Chapter One: Good Morning, Stud

Soarin’ woke up with an erection in his face.

Now, when most ponies use the words “in your face,” they usually mean something like: “He just kept arguing—he wouldn’t get out of my face!” Or: “I’ve got so much work. I’ve got failure staring me right in the face.” Or: “She kept talking about her flowers. It was so, just, like, in my face.”

Most ponies wouldn’t mean, usually, that something was literally, physically, directly in front of their skull. Soarin’, however, woke up to see his one-eyed snake staring down at him from mere inches away.

Morning wood was a bitch.

“Ah, damn,” Soarin’ mumbled. He tried to turn over, get back to sleep. But the second his eyes closed, his erection throbbed. It actually bumped against his chin, not to mention the fat glob of pre it splattered all over his chest. No matter how hard he tried to clear his head, to return to the warm, mindless haze of sleep, his boner kept poking into his thoughts. Before long, the throbbing, tightening sensation of teasing, almost-pleasure between his thighs grew far too much for him to ignore.

Groaning, Soarin’ sat up and pushed his back against the headboard. It looked like he’d have to deal with this whether he liked it or not.

As he sat up, his stallionhood slapped wetly against his chest. It looked like he’d been leaking for some time now, even while he’d been asleep—the sides were coated in a thin coat of precum that he'd obviously been drooling as he’d slumbered. One glance to his left showed him just what he might have been thinking about in his dreams.

Rainbow Dash was fast asleep beside him. She had her hands curled under and over her pillow, and was hugging it to her chest. And what a chest it was.

A year ago, she’d been all but flat-chested. Soarin’ hadn’t fallen for her just for her body—though, to be fair, her lithe, athletic build and speed were usually enough to make any stallion swoon. A little one-year “anniversary” (they still weren’t married or anything; Pinkie Pie had just insisted that they hold a party and wouldn’t take no for an answer) present from Zecora had comprised a small, gift-wrapped bottle, a note, and a knowing smirk. It was only later when the couple had opened up their gift that they’d learned what it was supposed to do.

Zebrican fertility potions, it turned out, were extremely effective. Not only at what they were supposed to do—though they certainly did that as well, at least for one of them—but also at certain...well, side effects.

Where a pair of “breasts” barely bigger than an adolescent colt’s chest had once sat, now a pair of enormous, I-cup knockers pressed together on Rainbow Dash’s chest. They were absolutely massive—when she was sitting up, they hung down to the top of her stomach. While she was lying down, they squished against one another, uncountable handfuls of titflesh weighing upon the mattress. It’d been two weeks since they’d started growing, and one week since she’d given up on looking for a bra that might fit.

Just at the sight of them, Soarin’ felt his boner throb massively. Another glob of pre splattered against his chest. No wonder he was this hard—those pillows had been rubbing against him all night, teasing him, pressing against him, massaging him every time Rainbow Dash so much as breathed. He took a deep breath, closed his eyes, and took his shaft in his hands.

Hands—plural. At a length of twenty-one inches, Soarin’s stallionhood was absolutely massive—and that was just the shaft. It took both hands to hold, now, and with a girth of over four inches, he could just barely wrap his fingers all the way around. He grunted slightly at the contact, his palms running easily against the pre-dripping shaft. At least he wouldn’t want for lubrication—he’d always been a bit leaky, but these days, he made his own lube and more.

Peeking out under his eyelids at the still-slumbering Rainbow Dash, he told himself that he’d try not to wake her up. Rainbow could be grumpy sometimes when she was woken, and they’d been up late last night experimenting with their new sizes, anyway. Very late. Though from the heaviness and fullness of his balls, they hadn’t done enough experimentation yet.

His palms squelched against his shaft, his stallionhood throbbing as he pumped his hands up and down his length. Soarin’ groaned under his breath, feeling his balls churning between his legs. The potion had already helped him put on a bit of additional muscle mass, bulking up his thighs—and even those were being pushed aside by the swollen bulk of his nutsack. Each one was the size of a grapefruit—bigger, even. Somehow, though, he knew that each one contained far more cum than they appeared to.

He kept pumping his shaft. Grunts escaped him every so often—muffled, admittedly, though he couldn’t keep them down entirely. As normal as morning wood had been to him for much of his life, this was just something else. Something about this size, this buildup, this endless, mounting pressure—all of it just turned him on more than anything ever had before. He loved the feeling of his own virility, knowing just how big he was compared to most other stallions. The sensation of masturbation alone drove him crazy, his pleasure intensifying with each new inch his cock had added.

His breathing was growing more ragged. Sweat was starting to drip down his forehead. He’d barely been at it for thirty seconds, but he already felt ready to blow. Soarin’ just kept pumping, his monstrous shaft shuddering and lurching, his fat balls sinking into the mattress as they prepared for release. The pressure just kept growing, until, finally, he felt himself go over the edge.

It was less like a dam breaking than a thread snapping—a tiny, fine amount of control that just shattered beneath the roar of his oncoming orgasm. Soarin’ was just barely able to keep himself from moaning aloud, but his rapid breaths matched the tempo of his thundering heart.

Long, fat ropes of cum burst from his tip, each one nearly the size of just one of his normal orgasms—normal before he’d grown to this size, at least. His whole body jerked along with his tool, his muscles spasming as the overwhelming flood of his peak washed over him—as well as the rest of his room.

Fat globs of cum, erupting from his massive flare, went everywhere. Soarin’ was panting, his eyes rolling slightly back as his spunk coated the blanket, the wall behind the bed—even the ceiling. Ropes and ropes of his thick cream splattered against the surface and stuck. A good amount of it splattered his crotch and chest and face, matting his fur and leaving his coat damp, white, and sticky.

His whole orgasm lasted nearly twenty seconds, and by the time he came out of it, Soarin’ was groaning from exertion. He felt like he’d just run up a set of stairs. Hopeful to see his massive organ softening after that, he glanced down at his crotch—and saw a fat boner still staring back up at him.

He groaned aloud—then froze when he felt a hand on one of his balls.

“Morning, stud.” Rainbow Dash grinned ferally up at him, showing her teeth. She blinked a few times, some sleep still obviously stuck in her eyes. She’d stretched out one of her arms beneath her bust and his pillow, hugging his waist. Her other hand was laying right on one of his balls.

Soarin’ flushed. “Sorry for waking you up.”

“Meh.” Rainbow Dash licked a big glob of jizz from her cheek, and then swallowed. “There’re worse ways to wake up.”

She kept running her fingers over his nutsack, which felt no less full—and seemed no less big—from the products of his last orgasm. Soarin’ moaned softly as she skillfully massaged his throbbing nuts, their depths still sloshing with unspent seed.

He groaned again, leaning back against the headboard. “Mm. I just… Celestia, but I can’t help it. Every morning, I wake up, and it’s just—there. Bigger, and so hard—and it feels so good.”

“Mmff.” Rainbow Dash’s hand had moved up to the base of Soarin’s shaft. She gave it a squeeze, then shot him a lecherous look. “You can say that again.”

Soarin’ rolled his eyes. “Yeah, yeah. I know it’s hot. I just wish it’d go down after one orgasm.”

“Where’s the fun in that?” Rainbow pushed herself up into a sitting position. She curled one arm around Soarin’s shoulder, and had placed the other hand atop his erection. Soarin’s thighs trembled as she traced wide, lazy circles across the top of his flare, her fingers soon growing slick with his pre. “And besides. Maybe I can help.”

“Really? Even after last night?”

Rainbow snorted. “Please. Last night was just a warm-up. Somehow, I feel like today’s the start of the main event.”

“Well,” Soarin’ said, “given that I’m apparently a whole three inches bigger than I was yesterday...you may have a point there.” He turned his head, and gave her a big, goofy grin. “I really do appreciate it, though.”

“Oh, shut up, you sap.” Rainbow Dash leaned in and kissed him. Her bust squished against his pecs, a pair of soft, pillowy mounds that sank over his chest. When she pulled back, she was smirking. “You know I like it as much as you do.”

“Probably,” Soarin’ said. He was grinning all the same. Smacking his lips thoughtfully, he realized he could still taste the saltiness of his own semen on Rainbow’s lips. The thought just turned him on even more—he hadn’t even been aiming for her, and he’d still coated her face in his spunk. The thought of what he could do if he got even bigger…

His cock throbbed, and he winced. Right. Ginormous boner now, worry about ginormous-er boner later. If this particular boner ever went down, at least.

“All right,” he said. He shifted his sitting position, got himself comfy. “How’d you wanna do this?”

Dash just grinned. She hefted her tits, squeezing them between her palms. “Well,” she said, slyly. “I wouldn’t miss a chance to use these babies.”

Soarin’s cock throbbed. As Rainbow pressed her bust around his shaft, it throbbed again, splattering another glob of pre—this one, nearly half the size of his fist—against his chest.

Soarin’ groaned. Rainbow’s boobs were just so soft. They cradled his girth like a pair of warm pillows, surrounding his member with a tight seal of titflesh. His thighs locked in place as she began to move her massive jugs up and down his length, jerking him off with an almost lazy exertion.

Rainbow Dash smirked as Soarin’s moans became more apparent. “You like ‘em like this, don’t you?” she asked. She was grinning like a lynx.

“Yes,” Soarin’ gasped. His whole shaft was shuddering, lurching as a familiar pressure built up at the base for the second time that morning. “Very much so.”

“Don’t blame you.” Dash’s grin widened; the next time she squeezed her breasts down past Soarin’s ring, she leaned forward and lapped quickly at the bead of pre pooling at his tip. Soarin’ gave a muffled whimper, his hips jerking at the combined stimulation. Dash gave the side of one her breasts a squeeze, her titflesh overflowing the space between her fingers. “Ever since I got these, I’ve just been dying to use ‘em.”

Soarin’ moaned again. “I—can see why,” he bit out. His shaft was trembling, shaking, as the pressure built up. He couldn’t keep his load down any longer. His fat, cum-laden orbs were swelling, filling up with more and more spunk until they felt ready to burst. “Oh, fuck. Oh f-fu—“

He bit down on his lip, his eyes squeezing shut as his orgasm hit. His whole body jerked, thrusting his shaft upwards through Dash’s cleavage as the first ropes of cum splurted out.

Gobs of spunk rolled down the sides of his shaft, coating his nuts even as more and more ropes of jizz erupted from his tip. His fat, lengthy cock just kept flexing, erupting with cum. Soarin’ was whinnying, snorting wildly as he drenched the room with his seed.

Rainbow Dash was laughing, her mouth open wide, trying to catch as many falling globs of his spunk that she could inside. She kept kneading her breasts around his shaft, milking it for more and more cum. Soarin’ just kept groaning, his sixth load finishing and a seventh beginning soon after. By the time he recovered enough lucidity to move, he’d been cumming for a straight forty-five seconds.

Groaning, Soarin’ let his eyes flutter open. Most of him and Rainbow Dash—not to mention the room around them—was coated with a thick, sticky layer of white, heavily matting their fur. He groaned, pulling his head forward—and then realized that he was still cumming.

His shaft was still lurching, erupting with seed. Soarin’ eyes widened, and he made a half-hearted attempt to push Rainbow’s breasts from around his organ. “Holy crap,” he blurted. “Is this thing ever going to stop?”

Rainbow just grinned. “Keep cumming for me, buddy. Gotta paint the room white.”

“I—guh,” he grunted, slinging his legs over the side. “Gotta—get to the bathroom.”

Soarin’s feet hit the carpet, his still-heavy balls slapping against his thighs. He was still cumming as he (rather unsteadily) got to his feet, his whole body trembling with the continuing force of his orgasm. As much as he loved his longer orgasms, this new length was starting to scare him—and he didn’t want to paint the whole room white, anyway, no matter what Dash said.

He walked—or rather, waddled—toward the bathroom, his massive cock bobbing and swaying from side to side with every step he took. Every other step, it’d lurch, splurting out a new glob of cum all over the carpet below. Each one was easily a cupful of spunk, white, thick, and full of virile stallion musk. It was enough trouble just keeping his body under control. Soarin’ wanted nothing better to do, as he dragged his spasming erection across the room, than to just lie down on the floor and keep jerking off until his orgasm ran its course. But there was just so damn much!

He slammed the bathroom door open, his chest heaving. Behind him, Rainbow Dash was cackling. “Aw, c’mon!” she called from the bed. He glanced back at her and almost wished he hadn’t—the sight of her bare breasts, each one nearly the size of her head, combined with her extremely naked, extremely stiff nipples, sent his shaft spasming again. A fresh load of jizz erupted from his shaft, splattering against the side of the bath.

“Nnff,” he grunted. He was panting. “Gotta—get—to the toilet.” With some difficulty, he managed to lunge across the room—just in time to aim his copious manmeat just over the mouth of the toilet bowl. His next load filled the bowl with white, with barely a drop leaking onto the floor. Soarin’ shoulders relaxed, the tension fleeing them.

He kept cumming, though. It’d been more than a minute since he’d started, and he still felt like he was going strong. One look back at the room would have shown that he’d spilt gallons of the stuff now—and that was with his balls “only” the size of cantaloupes. For all he knew, he was still growing—and the possibility of more both terrified and excited him.

Soarin’ grunted when he felt Rainbow Dash squeeze his shoulder. “Heya, stud,” she murmured in his ear. She wrapped one hand around his waist and squeezed the inside of his thigh. The back of her hand slipped just beneath the weight of his fat nutsack. He could feel her grinding her crotch against his bare, lean ass. “Still goin’?”

“Nnggh.” Soarin’ groaned, his cock spitting out another wad of spunk into the bowl. “There’s just...so much.”

He heard her chuckle. “Maybe I can help finish you off,” she said.

In a swift, fluid motion so much like her flight through the air, she slipped around him, lifted her leg, and slid it down his spasming shaft. He’d somehow managed to point it down toward the toilet bowl—thank goodness for small favors, at least—so she had no trouble sliding her thigh down beside his girth, then bringing her other thigh around the other side.

And what thighs they were. Her breasts weren’t the only thing that had been affected by the fertility potion. Rainbow Dash’s legs were a magnificent spectacle. They touched, almost to her knees, any semblance of a thigh gap completely lost. Her hips were as wide as her shoulders, and her butt jutted out a good four inches behind the rest of her. Her thighs, when flexed, bulged thickly, but jiggled when she walked. Regular pants hugged her curves, just barely containing them; tight pants wanted to burst around them, her thick, bountiful legs eager to rip right through.

Soarin’ gasped as Dash straddled his cock. She’d squeezed it with her thighs, jerking him off by flexing her thighs and ass repeatedly. She was humping his length, which stuck between her fat thighs and pushed out beneath her ass. Every time she humped him, grinding his girth along her marehood, her breasts bounced and smacked against her chest. Every thrust of his hips between her legs sent her ass wobbling, and his own shaft spasming with another burst of jizz.

Breathing heavily, he groaned, “Oh, fuck. Oh, fuck. Oh fuck.”

The sensation of Dash’s soft thighflesh around his girth did the trick. With a primal roar, Soarin’ mighty organ contracted—and then flared impossibly wide, rocketing a half-gallon wad of cum right into the middle of the bowl. His cum was overflowing the sides, running off to the floor. A hefty puddle of thick, creamy white was spreading across the tiles, getting wider by the second. Soarin’s moans went high-pitched, and he found himself nearly squealing from pleasure as Dash’s plump thighs milked every last drop of cum from his orgasm.

When his cock sputtered out the last of his load, Soarin’ slumped forward, his chest heaving. Rainbow caught him, hugging him close to her chest and taking his lips in her own. He returned the kiss hungrily, their tongues dueling, pushing past each other’s lips. He tasted himself on her lips, savored it, swallowed it. The contact restored some energy to him; by the time he pulled back, he felt a lot less exhausted, and a lot more awake.

Rainbow Dash slid her hands down to his waist. His hips weren’t anywhere close to the size of hers, but his body had thickened a bit, his Wonderbolt’s six-pack becoming a bit more prominent, his butt cheeks poking out into the beginning of a bubble butt. She grinned up at him, giving his ass a squeeze. “Morning, stud.”

“Morning to you, too.” Soarin’ leaned over, kissed her again. She returned it, though with a somewhat more subdued feeling. The hunger was still there, though, burning beneath the surface. “Wow. Is that gonna happen every morning from now on?”

“Maybe not every morning.” Dash grinned at him, running her finger down his chest. “But I say we appreciate it when it happens. Felt good, right?”

“Oh, yeah.” Soarin’ inhaled. He shuddered with pleasure. “Definitely. There was just...so much.”

She smirked. “And may there be more to cum.” Her hand trailed down to his crotch, gave the base of his shaft a squeeze. Soarin’ gasped, his breath catching in his chest.

“Y’know,” Dash purred. “Seeing you messin’ up the room like that—kinda turned me right the fuck on. What do you say to a round two?”

Soarin’ glanced around the bathroom. The walls in here were mostly clean, at least, but the floor was rapidly becoming covered with the puddle of his spunk. And the two of them were still covered in his jizz, white splotches sticking out all over their coats.

“Well,” he said, glancing toward the shower. “My balls still do feel kinda full.”

Dash gave one of his balls a squeeze, the plump, cum-laden orb sloshing in her grasp. Soarin’ gasped again. “Now that’s the spirit!” Dash said.

Fitting into the shower together was...well, not quite difficult, but not exactly easy, either. Between Soarin’s broad shoulders and Rainbow’s broader hips, there wasn’t a whole lot of extra space to get clean. Since Rainbow had moved in with him, Soarin’ had been getting used to the reality of fitting two overendowed athletes into a single bachelor’s pad. As a Wonderbolt, he wasn’t exactly poor, but he’d never really spent more than he needed. Then again, for Rainbow...it might be worth it.

In the meantime, though, he liked being crammed into the shower with her. No matter which way he moved, he could feel her: her breasts, squishing against his chest; her thighs, rubbing against his own; her toned, cum-sticky tummy, depressing slightly beneath the force of his stiffening erection.

Rainbow gave a surprised gasp when he turned the water on—she was used to cold showers, but tended to expect at least some warning—then moaned as the condensation turned to steam. The water, hot and soft, streamed down her chest in rivulets, filling the space between her cleavage with a running river, and beading on her areolas.

Dash smirked as she traced her fingers down his chest. Behind her, her damp wings were stiffening with obvious arousal. “So, stud,” she purred. “You ready to wake me up properly?”

His stallionhood was already fully hard again. It’d pushed between her legs, pushing her thighs away as it stiffened. Soarin’ just nodded, then gasped when he felt her squeeze his balls. They were already halfway full again.

He groaned as Rainbow grinded her pussy lips against his girth. “C’mon, Soarin’,” Dash said, grinning. Her breasts shifted across his chest, her wet asscheeks smacking together as she twisted her body against his. “Y’know you want this. I know you do.”

“Welp.” Soarin’ swallowed. The rush of blood through his cock—his massive, impossibly hard cock—drowned out all other rational thought. “I—”

“C’mon!” Dash urged. The steam condensing around her, the water trailing over her curves, made her absolutely irresistible. “Fuck the shit out of me!”

He didn’t need to be told twice.

She squealed with delight when he pushed her against the tiled wall—not roughly, but firmly enough that her breasts bounced on impact. She gasped as he lifted her off the shower floor, his new, bigger biceps flexing to twice the width they’d been just two weeks before. Soarin’s chest bulged, his shaft leaping to attention as Dash’s puffy marehood was finally opened to it.

She squealed again, her legs writhing in obvious pleasure, as he entered her. She’d been tight to him the day before, but her body was changing in other ways, too. She was widening for him, taking more of him in—so that he could fill her further. Soarin’ was absolutely overcome by the sensation, his incredible lust more ruling him than he ruled it as he rutted Rainbow Dash, her whole body bouncing up and down on his cock as he pushed himself inside her again and again.

“Yes!” she cried out. Her massive breasts bounced against her chest, her nipples long and stiff and aching. “Yes!” she moaned, as Soarin’ hilted his length inside her and reached around to kiss her, fondling her breasts madly as his balls pumped more and more precum inside her marehood, his one arm holding her whole body up as easily as he might a foal.

“Yes!” she squealed, her whole body twisting in his grasp, as his thrusts came to a peak. The hot water running down his shoulders, the steam flooding his lungs, the sensation of Rainbow’s soft asscheeks folding over his abs—it was all too much. He was going over the edge, toppling over just as surely as she was.

His shaft flared, pumping pints of cum into her before it became clear that even that wasn’t enough. Rainbow’s legs, spread wide, let some leak out of her, even with Soarin’s increased girth. Still, even though enough spooge splattered onto the tiled shower floor to fill a large bucket, there was still a noticeable bulge in her cum-bloated belly as Soarin’ let her down to the ground.

Rainbow Dash was breathing hard. “F-fuck,” she panted. He couldn’t tell whether that was sweat on her chest and forehead, or water. Probably both. The shower was already washing away the sweat, mixing it with his seed in the basin below. “Fuck.”

“Maybe not every morning,” Soarin’ gasped. He felt himself going soft, slipping out of Rainbow’s cunt. Buckets of jizz poured forth from her snatch as the seal was lifted, though the bulge in her belly went down only a little. “That’s what you said?”

Rainbow whirled, pushed him against the wall. “Fuck that,” she said. “I want this twice a day.” And she kissed him, long and hard and hungry.

It was only when the water began to pool up around their thighs, then, that they realized that the drain had become clogged too.

Chapter Two: Distractions and Desires

The weekends were a time for fun. A time for relaxation, for exploration, and—mostly—for pleasure.

Then Monday rolled around, and the Wonderbolt's horn blared over the training field. It was time to get to work.

Soarin’ and Dash were in the locker room, getting ready. Civilian clothes weren’t exactly allowed at practice, and especially not when Spitfire was on duty. So, Soarin’ was left to strip out of the t-shirt and pants he’d thrown on that morning before retrieving his uniform from his locker.

There was just one problem: his casual pants were sweatpants—and baggy ones, at that. They had to be, to contain his new oversized bulge. That was even without mentioning the rapid new definition his thighs and quads had gained. Most of his old clothes just barely fit. The Wonderbolt uniforms, meanwhile, had always had a habit of being rather...tight.

Soarin’ eyed his uniform disbelievingly. He hefted it up into the air. The latex suit flapped in his grip, the sleeves dangling every which way. “This,” he said slowly, “is not going to work.”

Luckily, everypony else had already dressed and gone out for warmups. The only other pony in the room was Rainbow, and she was busy enough with her own troubles. “Y-yeah,” she grunted. “You—you think you’ve got problems.”

Soarin’ turned to face her, still holding the suit. His fat, floppy dick whirled with him; it was too long to be contained in his boxers, so his flare was free to slap against the inside of his thigh as he came to a stop. He blushed slightly, his crotch flexing a bit as he was reminded for the umpteenth time since he’d woken up just how big he’d gotten.

It looked like Dash was going through the same experience. She’d—somehow—managed to get most of her suit over her waist. From the looks of it, hiking the fabric up and over her ample hips—not to mention her huge, fat ass—had been no small trial. Her thighs simply bulged through the fabric, straining against it as they rubbed together. Meanwhile, Dash was struggling to pull the suit up over her oversized chest. Both of her breasts were easily five or six times as wide as when she’d been billed the uniform, and there was no way that it was going to fit easily now.

Soarin’ snickered at her. “Looks like you’re having fun,” he said.

“Sh-shut up,” Rainbow choked out. It looked like she was sucking in her chest as much as she could, and it still wasn’t getting her anywhere. She’d grabbed the top of her uniform in both fists and was currently fighting to pull it up and over her nipples. “If I could just—get it over—gah!”

Her grip slipped; the uniform shot out of her grasp. Her breasts bounced, jiggling like dancers at a rave party as the shock sent them rebounding all across Dash’s chest. She grunted angrily, then groaned as her hypersensitive breasts smacked up against each other.

“Fuck,” Rainbow muttered. “Fuck this fucking too-small uniform.” She balled up her fists and glared down at it.

“You’re cute when you’re mad,” Soarin’ said. When Rainbow turned to glare at him, he held up his hands. “Hey, I’m just stating an opinion over here.”

Rainbow rolled her eyes. “Asshole.”

“Hey,” he said. “I can’t help it if you’re just too much mare for that dinky little thing.”

Smirking at him, she picked her uniform back up in one hand while pointing at the bundle dangling beside him with the other. “As if you plan on fitting into that?”

“What can I say?” Soarin’ said, grinning. “I don’t have as fat an ass as you.”

Rainbow bared her teeth. It might have been either a grin or a snarl. “Well, then,” she said, saccharine-sweet. “Does the big, muscley Wonderbolt wanna come over and help this fat-ass get her tiny little costume on?”

Soarin’s grin widened. “Do I,” he said, and stepped over.

With the two of them working at it, it was at least a bit easier to get the opening up to Rainbow’s bust in the first place. Her underboob quivered madly against the tension, but eventually, Soarin’s increased strength and Rainbow’s own single-minded determination won out. The latex suit squeaked over the top of her breasts, squishing her nipples against her sizeable areolae, and then slipped up over her shoulders without much more of a fight.

Rainbow groaned. “Okay,” she said, rolling her shoulders. “Mind getting the zipper for me?”

“No prob.” Soarin’ found it easily enough. It was around a third of the way down her back, mostly unzipped. Her wings tensed when he placed his hand on her back, stiffening through the wing-holes of her suit.

As he gripped the zipper, he hoped it wasn’t as cheap as it looked. The last thing they needed after all that effort was for the zipper to snap off when they tried to close the damn thing.

It looked like the hard part was over, though. Rainbow grunted a little as Soarin’ tugged the zipper up her back, but for the most part, her breasts stayed put. Her whole torso relaxed when the zipper clicked into place, and she rolled her neck a bit to get the feeling back into her chest.

“There,” Soarin’ said. “That wasn’t so bad, was it?”

She spun around to face him. The suit clung to her ass in ways he wouldn’t have thought possible—it highlighted every curve, positively bulging with her mass. Yet it offered absolutely no support, letting her fat buttcheeks wobble and bounce with her movement. A snide grin played across her face.

“Your turn,” she said, and grabbed the uniform from his fist.

Soarin’, it turned out, had a slightly easier time of things—but only slightly. While his stallionhood wasn’t usually much wider than one of Rainbow’s breasts—geeze, but it felt weird to think like that—fitting it into the uniform proved...troublesome. Pushing it up against his torso just made it show all the more through the fabric. It also had the unfortunate side effect of grinding it against his torso and pecs every time he breathed. Finally, they settled on shoving it down one of the pantlegs and hoping for the best.

His balls bulged hugely—obscenely, really—against the crotch, but there wasn’t much they could do about that. At least his hips were a lot narrower than Rainbow’s, though his tighter bubble butt showed wonderfully against the tight, shiny material. His junk mostly packed away, and his lower body fully covered, there was just one more problem—his chest.

Soarin’ couldn’t help but feel a little surge of pride when he felt the resistance of the suit against his pecs. They weren’t enormous, like Rainbow’s tits, but they were...sizeable. He flexed them for a moment, bouncing them, until Rainbow groaned and smacked his side. “C’mon, studly,” she said. “We’re trying to get you into the uniform, not burst it off.”

“Fine, mom,” Soarin’ said, rolling his eyes.

This time, Rainbow smacked his ass. Soarin’ yelped, the sound echoing against the lockers. When he turned to face Rainbow, there was a mischievous smirk on her face.

“Let’s save that kink for next Friday,” she said. “Now—try to hold in your chest. And pull your arms in! Your shoulders are too broad.”

Once they’d managed to get the suit over his upper arms, bringing the whole thing up to his shoulders was easy. Rainbow wasn’t really tall enough to zipper it closed—she was still the same five-nine she’d always been, and while Soarin’ had started at a respectable six-foot, he’d since added a good four inches in height to his frame. It not only made the bottom of his uniform's legs come up to just around his bulging quads, it also meant that Rainbow couldn’t even reach the top of his zipper, even on tiptoe.

Standing her on the locker room bench solved that problem, though. Once his uniform was firmly—very firmly—snapped around his body, Soarin’ took a few seconds to roll his arms and neck, getting the feeling back into them. His suit clung to his every curve and angle; he could feel his muscles flexing, rippling beneath the surface. A particularly sexy thought occurred to him, and he winced as he felt his junk throb. No time for that now—it was time for practice.

As they walked out of the locker room, a familiar shout rang through the corridor. “Soarin’! Rainbow Dash!” Both whirled, and instantly spotted a fuming Spitfire stalking toward them. “Where the hell have you two been?”

“Getting changed, ma’am!” Rainbow Dash snapped to attention and saluted—though the motion set her boobs bouncing madly against her chest.

“I’ll confirm that, Spitfire.” Soarin’ snapped off a lazy salute. As assistant captain, he at least had that luxury. “Just had some wardrobe problems.”

She gave them both a level gaze for a moment—though she had to crane her head up to look Soarin’ in the eye. Her eyes flickered back and forth—first eyeing Dash’s face, then Soarin’s, then Dash’s chest, and then Soarin’s…

Well.

“Assuming the two of you weren’t boning like rabbits in there,” Spitfire said, raising an eyebrow. “I’m more than happy to believe you. I’m guessing that if I check the locker room right now, that’ll collaborate your story?”

Soarin’ chuckled awkwardly and scratched the back of his neck. His bicep bulged against his suit, the fabric straining to contain his bulk. “Well...let’s just say that if we had been, you’d have noticed.”

“On a list of things that I did not need to hear today,” Spitfire said crisply, “that. Anyways, I don’t even care. Just get out there—warmup’s almost finished, but you’ll have time to finish up a lap, at least. And get here earlier in the future if this crap is going to be a problem, dammit.”

Rainbow chuckled, a little more sheepishly than Soarin’ had. “Right, ma’am. Got it, ma’am.”

“Good. Understood?” When Soarin’ nodded, Spitfire glared up at him and jerked a finger out toward the exit. “Now, out.”

As they passed her, Soarin’ heard Spitfire clear her throat. “Oh, and by the way, Soarin’,” she said casually. “In case you were trying to hide that? Everyone can see it.”

Blushing madly, Soarin’ pulled the door open and stepped outside.

At least warmup wasn’t too bad. Once Soarin’ had gotten used to the tightness of the uniform around his body, flying actually went just fine. He drifted almost lazily around his warmup lap, only to land and discover that he’d done the whole circle in just under his normal time. Flying was easier—his wings were stronger, spreading out farther behind him. Soarin’ grinned down at his sculpted body, then over at Rainbow as Spitfire got up on her stage and started to shout about training routines. He could get used to this.

Today was a formation day—instead of workouts or endurance training, the Wonderbolts were going to work on their show. Soarin’ and Rainbow Dash lined up with the others, getting ready to lift off. Soarin’ towered above Firestreak and Whiplash beside him, and Rainbow Dash’s voluptuous body stuck out like a sore thumb next to Fleetfoot and Blaze. From the corner of his peripheral vision, he eyed Rainbow Dash’s chest jutting out past the rest of the line. Then he immediately wished he hadn’t, his crotch stirring to life as he watched Rainbow’s forward-heavy chest rising and falling with her breathing.

They took off, all twenty-four Wonderbolts blasting up into the sky. Once they were all airborne, Spitfire split them up into groups and sent them off to practice different parts of their routines. Dash and Soarin’ found themselves paired with Surprise and Cloud Kicker, primed and ready to run through the Quadruple Danger Dive.

At least, that was the plan. Everything started off well enough. They ran through the opening motions a few times, Soarin’ gently correcting Cloud Kicker’s mistakes whenever she made them—it was only her second month, after all. “Thanks!” she said once he’d finished showing her how to properly pull out of the second corkscrew. “I have no idea how you guys can even do all this so easily.”

“Hey, it’s not ‘you guys’ anymore,” Soarin’ said, smiling at her. He flapped his wings, loving how easy it felt to stay aloft now. “You’re a Wonderbolt now, right? You’re one of us.”

“Right! Got it, sir!” Cloud Kicker’s hand snapped up—and then quickly dropped down to her side. She blushed cutely. Then, her gaze lowered a bit, and she blushed even harder.

What—

Soarin’ followed her gaze and flushed when he realized that she was staring right at his crotch, and below. He hadn’t noticed, being too caught up in the sensation of flying, but all the stimulation had gotten him hard—almost painfully so. His fat, long cock had swollen up, creeping down his pantleg as it stiffened. By now, his uniform above the knee was almost three times as wide as the part of it below.

“Right,” Soarin’ said quickly, spinning back around. “Let’s start again!”

It was a valiant effort, but, unfortunately, one doomed to failure. Every twitch of Soarin’s muscles inside of his Wonderbolt suit just intensified his pleasure; he could feel his every muscle flexing, sliding against the smooth latex. The wind currents whirling around him caressed his crotch, his bulge stiffening as dozens of tiny eddies made love to his swelling arousal. Soarin’ actually moaned when he came out of the third corkscrew of the Dive, his whole body spasming for a second. When he flapped himself back up to a good height, he found his pantleg dripping with precum, his flare pushing its way even further down the side.

“Heya, stud.” Rainbow Dash dropped down behind him almost silently, her sudden voice startling him. “How you holding up?”

Soarin’ turned to face her. He was breathing heavily. “Fine,” he said, giving her a goofy, yet strained smile. “Really. It’s just a bit difficult to concentrate, is all.”

Rainbow grinned. “I know what you mean. This suit just keeps grinding against me. It’s just getting me so wet.” She shuddered with obvious pleasure. Soarin’ stiffened. Her cameltoe was poking very obviously against the bottom of her uniform, her puffy, latex-clad lips rubbing against her thick thunder thighs. “Ugh. I can’t even stand it. Especially because I didn’t get to get off this morning.”

Soarin’ licked his lips. His eyes darted back and forth for eavesdroppeds. “I know what you mean. I just feel so...full right now. So heavy. Every little bit of stimulation is driving me nuts.” He shifted his posture slightly, and nearly gasped as his plump balls slid across the inside of his leg.

Rainbow Dash grinned at him. “Then why not let loose for a bit? Relieve ourselves, y’know?”

“I don’t know about that.” Soarin’ felt as though Spitfire would jump out at them at any moment. “The practice—”

“We can’t practice if we’re too horny to fly straight.” Rainbow Dash flapped forward and grabbed him by the arm. The simple physical contact just made his erection even harder. “C’mon. Cloud Kicker is still practicing her dive, and I don’t even know where Surprise has gone. You just need to be a bit more…”

Her hand slipped around his waist. Her other hand landed right on his crotch. Soarin’s eyes widened.

“...flexible,” Rainbow murmured into his ear.

That was all it took for Soarin’ to give up control. Throwing the metaphorical reins away, he seized Rainbow by the waist. His wide, powerful wings flapped once, sending them soaring through the air. Rainbow yelped, squealing with glee as he clutched her to his chest, her bosom bouncing against his forearm as his massive rod ground into her rear.

It took him all of ten seconds to find a suitable cloud: quiet, isolated, and off to the side of the training ground. Soarin’ tackled Rainbow to the ground, the cloud’s white, puffy fluff squishing beneath their weights as they landed.

Rainbow squealed in delight when Soarin’ forced her suit open, all but tearing the zipper down and letting her big breasts bounce free. His biceps bulged, forcing the suit down over her hips, a moment of lust-driven intensity lending more strength than all of the concentration in the world had before. The moment her marehood came into view, winking madly with arousal and need, Soarin’ knew he couldn’t hold back a second longer.

Rainbow’s suit was still mostly intact. Soarin’’s received no such consideration. When the zipper behind his neck stuck, he tore it off, ripping the uniform off of his back as his chest tore right through it. He yanked it down as hard and as quickly as he could. The moment his crotch was free, his monster of a python bobbed up and into view, freed from its prison—only to be immediately pushed against another.

“Put it in, put it in, put it in,” Dash was begging. Soarin’ didn’t have to be told twice. In his lust-driven haze, he couldn’t manage more communication than a grunt as he pulled his hips back, lined his flare up with Dash’s clit, and shoved forward, driving himself deep into Dash’s marehood with the first stroke.

Dash cried out, tears beading at the corners of her eyes, as Soarin’ hilted himself inside of her. His hips met hers with a meaty thwack. The impact sent her boobs bouncing crazily over her chest as his plump, overfilled nuts rippled and sloshed. Her stomach bulged obscenely as Soarin’s shaft pushed its way inside of her, making its own room when even her gaping cunt proved too small to contain him.

Dash was laughing crazily, moaning, squirming, her legs gripping around Soarin’s hips as she speared herself on his cock again and again. Soarin’ himself was just lost beneath a flood of sensation. He felt like the whole of his consciousness had been drawn up inside his massive length; he could feel Rainbow’s fleshy marehood parting before him as he plowed her again and again, rutting her thoroughly as fat globs of pre splattered against her insides.

“Yes, oh yes, oh yes,” Rainbow moaned, panting. “Fuck me harder, fuck!” Her begging only drove Soarin’s arousal to new heights, his need to rut, to fuck, soaring even higher than before. He snorted, whinnying as his wings flared out behind him. His chest flexed, bouncing his big, round pecs as he drove himself deep inside of Rainbow’s marehood. She wailed in absolute pleasure, her stomach bulging around the curve of his flare inside of her. She had both of her hands clasped firmly around her breasts, huge amounts of titflesh spilling through her fingers as she kneaded her massive jugs in time with the rhythm of Soarin’s cock.

Soarin’ snorted, gripping her even tighter around the waist. His fingers sunk deep into her wide, heavy thighs, her ass bouncing on the cloud below as he used her like a cocksleeve. More and more of his pre was splattering against her insides, filling her up as his balls sloshed and churned. They were both moaning so loud that it would have been trivial for anypony to hear them, but Soarin’ didn’t care. There were only him, his member, and Rainbow’s marehood in his world right now.

“Ah—ah—aah!” As her squeals reached a crescendo, Rainbow’s labia clamped down hard around the base of his shaft, squeezing him tighter than ever before. Soarin’s nostrils flared, his eyes fluttering shut as Rainbow’s tight pussy massaged and squeezed him, new sensations from every inch of his length overriding his rational senses. As she hit her orgasm, her sweet-scented marejuices flowed over and coating his girth as her walls contracted around him. He felt himself ascending to his peak too—and then bottomed out inside her and went over the edge.

The first bulge of his flare inside of her unloaded a full quart of cum into her; his second shot splattered the entrance to her womb with at least twice as much of his rich, virile spunk. Soarin’s thrusts went crazy, his whole body losing control. His every muscle flexed, clenching and unclenching wildly as he rode his orgasm like a tidal wave, pumping more and more hot, steaming jizz inside Rainbow by the second.

Her belly was already swelling, pushing out farther than her bust as load after load of his spunk pushed her taut coat tighter and tighter. Rainbow wailed even louder, begging to be filled, to be stretched, to hold all of Soarin’s cum as he blasted what had to be gallons of his seed inside of her.

As tight a seal as his shaft made with her marehood, soon, the pressure grew to be too much. By this time Rainbow’s belly was bulging out hugely, the volume of her cum-bloated gut actually spilling over her sides. Soarin’s next load exploded her off of his cock. The force of his orgasm actually forced his cock out of her, a waterfall of jizz cascading out of her gaping marehood as his shaft throbbed again and again before him, erupting with a volcano of spunk. Both of them were completely coated in Soarin’s jizz; even the cloud, which had started out poofy and white, grew thick and grey with the sudden influx of liquid into its depths.

A few more spurts of cum, each one easily a cupful, splurted from Soarin’s massive flare. Then, his chest heaving, and his balls churning with exertion, Soarin’ felt his orgasm finish. He groaned, his eyes fluttering shut as the afterglow spread through his body.

Rainbow Dash moaned. Soarin’ peeked down at her through one eye, then grinned disbelievingly as he saw her try to sit up. Dash still had one hand firmly clamped around her tits, but she’d tried to use the other to prop herself up. The trouble was, her belly was just too huge for her to maneuver around it easily. It spilled over her lap, sloshing unwieldily every time she so much as tried to fidget. She just groaned, her vast, cum-filled stomach spilling out from her grasp and sending her flopping back down to the cloud. Its contents sloshed loudly, rocking her overfilled belly from side to side.

Soarin’ flopped down beside her, his softening erection slapping against his chest. He slipped his hand around Rainbow’s stomach, his fingers flexing as he caressed her cum-gut. He felt his seed sloshing inside her and groaned, humping her side slightly as he rocked her belly from side to side.

Rainbow groaned, then squinted at him through half-lidded eyes. She was grinning faintly. “Thanks, stud,” she said. She leaned forward and kissed him.

Soarin’ took the kiss hungrily, smacking his lips as Rainbow pulled away. “Wow,” he said, shifting his weight. The cloud bobbed gently beneath them. His hand found Rainbow’s tit—big and round and swollen, big like her belly and thighs—and squeezed it, her ample titflesh squishing between his fingers. Rainbow groaned, and Soarin’ grinned. “We really needed that.”

“Testify, buddy.” Rainbow kneaded his plump balls gently, reaching over his side to feel up his crotch. Another moan escaped Soarin’s throat. “And it feels like you’ve still got a little bit left in there for me—”

“Ahem.”

Soarin’s eyes shot wide open. There, just over their cloud, flapping her wings every once in a while to keep herself aloft, was Spitfire. She did not look happy.

“Spitfire!” Soarin’ jerked straight up into a sitting position, his cock slapping over his thigh when he came to a stop. He chuckled nervously and tried to grin up at her. “Uh, hey! What’s up?”

“You,” Spitfire said. “Apparently.” She had her eyebrow raised—oh Celestia why did she have to have her eyebrow raised; that was the absolute worst. Soarin’ prepared himself for a tongue-lashing.

When none came, though, he felt a bit lost. His eyes still a bit wide, Soarin’ glanced around the cloud, taking in their surroundings. Almost a third of the team was hovering just a few dozen feet below or away from them, evidently taken away from their own routines by Spitfire’s fury—or their own sexual ruckus. He spotted Cloud Kicker, who was staring up at them with wide eyes and an even wider jaw. Then he spotted Surprise, who’d kicked back on a cloud of her own not a hundred yards away and was currently rubbing the space between her thighs as hard as she could. He could even see her panting. Off in the distance, he could make out one of the newer male recruits, who was jerking himself off through his uniform. Now that took dedication.

Looking back at Spitfire, Soarin’ noticed again that she looked absolutely not amused. “Uh. Heh. Sorry?” he offered. It sounded about as pathetic as he expected it to.

“Look,” Spitfire said. She sighed, her gaze flickering to Dash. Dash just beamed up at her—stupid shameless filly; why did that have to turn Soarin’ on so much?—and shook her cum-gut a bit, making it slosh and bounce. Spitfire just sighed even harder and turned back to Soarin’.

“It’s obvious that you two are going through...something right now.” When Soarin’ started to respond to that, Spitfire held up a hand. “I don’t even want to hear about it. All I know is that the two of you are useless to me like this, and if two oversexed team members are going to start fucking every training session, everypony else’s productivity is going to plummet.”

Spitfire massaged her temples, groaning. “I don’t even care—just go home or something. Get it out of your system. When you’re ready to do something that doesn’t involve fucking, then you can come back. Got it?”

“I—uh,” Soarin’ stammered.

“Got it?” Spitfire growled.

“Got it in one, ma’am!” Rainbow Dash snapped off a smart salute, still grinning madly. She grunted as she pushed herself up into a standing position. Her cum-filled belly slapped against her thighs, rolling over her waist and down over her legs. It shifted her center of gravity entirely, bouncing back and forth. She stumbled and nearly fell.

Soarin’ caught her just in time. Dash smirked up at him, letting herself sink against his abs, her head nestling right between his pecs. “You heard the mare, stud," she said. She gave his pec a squeeze. "But I think I’m a little heavy to fly back—mind carrying me home?”

Sure, there might have been more than two-dozen ponies watching them. Sure, Soarin’s shaft might have flapped in the wind currents the whole way home, his shredded suit waving wildly behind him. Sure, it might have been awkward to try and carry a mare while flying, especially when a good quarter of her body mass was made up of his warm, sloshing spunk. But somehow, Soarin’ found, slipping his thick arms below Rainbow’s tits before leaping off into flight, he couldn’t find it in himself to refuse.

They got home twenty minutes later, Dash giggling and panting madly the whole while. The second the front door closed behind them, Soarin’ all but tore the rest of Dash’s clothes off as she did the same to him.

Everypony had been watching them—everypony had been able to see how big they were. Both Soarin’ and Dash orgasmed to that memory at least a half-dozen times that afternoon. Then, when night fell, they washed off and did it again. They might have absolutely trashed the apartment in the process, but, reflecting with his arm around Dash’s massive stomach later that night, the mare herself curled up against him, Soarin’ decided that it had been completely and utterly worth it.

Chapter Three: Sizing Up

When Soarin’ awoke the next morning, he felt...different. Heavier.

He sat up in bed, and realized that moving felt a little more difficult than he remembered. His muscles felt stiff; it was actually kind of hard to rotate his shoulder. He could feel the muscles of his upper arm flexing, rubbing against one another. A few rolls of his neck took care of that problem. As he pushed the sheets away and slung his feet over the side of the bed, though, he couldn’t help but feel...heavier. Bulkier.

Once he’d stood up and—somewhat shakily—turned to face the full-body mirror set into the wall, Soarin’ realized what was different. The change was evident.

He couldn’t see himself in it anymore.

Oh, he could see his body—that was the first thing he saw. A disbelieving grin spread across his face as he took in his physique. Big, bulky biceps bulged below his shoulders; a pair of thighs that looked thick and strong enough to crush steel flexed hopefully as he steadied his weight. A set of washboard abs that looked big enough to verge on an eight-pack stared up at him, looking sharp and sculpted enough to grate—forget cheese—metal off of them.

Gaping slightly, he took a step forward. Instantly, he noticed what else was different. His absolutely massive shaft dragged along the carpet as he walked, his flared head rubbing across the fabric when he stepped forward. Soarin’ gave a quiet gasp, and watched his whole stallionhood bulge, only to expel a wad of precum the size of his head onto the ground.

His eyes flickering back to the mirror, Soarin’ realized that his balls were bigger, too—his cock may have been nearly as thick as his torso, but his balls were the true prime specimens. Fat, thick, and heavy with impossible amounts of cum, they hung far past his knees and pushed his muscular thighs apart. As he stepped closer to the mirror, his stacked frame filling more and more of the glass, he actually had to waddle a bit, the sheer size of his overfilled nuts almost too much for him to deal with.

Soarin’s gaze drifted up, and his jaw fell open. The mirror, which he’d used ever since he’d bought the apartment in the first place, no longer fit all of him. It no longer came even close. Instead, the top of the glass reflected a pair of pecs the size of basketballs, each one big and bulging with size and power. He bounced them a few times, flexing them repeatedly, and found himself mesmerized by the sheer size to which they could swell. A pair of nipples the size of a smaller stallion’s thumb bounced with them, impossibly, incredibly stiff.

He poked one and nearly moaned. They were incredibly sensitive. Rubbing his pecs with glee, Soarin’ realized that he couldn’t see even his neck in the mirror—he was just too tall. The mirror itself came up to six foot two—which meant, he realized, a shiver going down his spine, that he had to be over six and a half feet tall. Closer, even to seven feet than six.

The realization sent another throb of arousal down his shaft. Soarin’ grunted, squeezing his eyes shut as a good gallon of precum burst from his tip. There was a steady trail, though, of milky-white a good two feet wide leading from his bed to between his legs. It was abundantly clear that he’d been leaking like crazy, drooling more and more precum by the second.

He laid a hand on his swollen shaft and instantly shuddered with overwhelming pleasure. Glancing back to the bed, he saw Rainbow Dash resting peacefully, her breasts rising and falling as she slept. They, too looked even bigger. He didn’t think he could take care of his “problem” himself anymore, but he didn’t want to wake her up.

Then again… Soarin’s gaze drifted back to his massive shaft, and his jaw dropped even lower. He didn’t even seem to be hard! It should have been impossible. But nope—he was flaccid as the day he’d been born. And he was still drooling this much?

He had to jerk off. Right now, before this got any worse.

But he was just so big now. Pushing thoughts of the incredible size of his shaft away, Soarin’ let his eyes flicker over the rest of his body. He nodded unconsciously, approving of his new size.

Celestia, but he was huge. He was buff. Soarin’ flexed his new biceps, gaping in awe when they flexed out more than twice the width they’d been two weeks ago. They had to be huge—twenty inches around, at least. And his abs were incredible, looking like they’d been cut from steel. And his pecs—he couldn’t keep his eyes off of them. He bounced them for a few seconds more, grinning as he watched as nipples bounce up and down with them.

Without even knowing what he was doing, Soarin’ felt himself sliding into a different position. He kept his legs far apart, his thigh muscles bulging as they held the rest of his beefy body up. He struck a muscular pose, flexing his right bicep and watching his left tricep bulge nearly as big. Between his legs, his massive stallionhood dangled. It lurched, splurting out another huge puddle of precum. Soarin’ shuddered with uncontrollable pleasure.

He kept his eye on his reflection, exploring the sight of his body hungrily as he kept on flexing. His arms were huge—his legs, huger. His shoulders were broad enough that he was almost twice as wide as Rainbow Dash—at least, he decided, somewhat sheepishly, above the middle. He had a feeling her ass and hips would give him some real competition.

Speaking of asses… Soarin’ turned a hundred and eighty degrees, then peered over his marble-sculpted shoulder at his reflection. His butt bulged—not plump, like Dash’s, but hard, a bubble butt sculpted from pure muscle. He bounced his cheeks a few times, marvelling at how tight his ass felt. He’d never seen an ass like that on any stallion, had never dreamed that it would one day be his. He watched his Cutie Marks flex, bouncing along with his bulging cheeks and stretching taut over the skin beneath them.

As he turned back around, striking a most-muscular pose, Soarin’ heard himself moan. He couldn’t help it—it just burst out of him. Gleefully, he watched the mighty head of his shaft stirring, brushing against the pre-stained carpet as it awoke with the rest of him. Oh, this new body was definitely turning him on.

He kept flexing, his erection growing bigger all the while. He ogled the long, tight v stretching down from his abs and winding around his thighs; he eyed his balls lustily, smacking his lips as he thought of just how much cum he had in them. He kept flexing, imagining himself bigger and bigger, buffer and wider, thicker and more productive than ever before until he felt like he was going to burst.

With a start, Soarin’ realized that he couldn’t see his reflection anymore. A thick, meaty shaft as wide as his torso had stretched into the air before him. It bobbed and swayed lightly, flexing every time he tightened the muscles at his crotch. It reached just above his ears, a long river of precum steadily dribbling down its side.

Soarin’ licked his lips, and whimpered when he felt another flare of arousal shoot through him. Oh, fuck. He’d wanted to be hard, and he’d gotten it—in spades.

There was no way he could possibly wrap his hands around it. Before Soarin’ knew what he was doing, he was hugging his shaft to his chest. It squished deep into his pecs, the cleavage of his muscular chest parting, then squeezing around his girth. Soarin’ groaned, his hips thrusting his length up against his forearms as he pulled his erection even more firmly against himself.

Pre was dribbling down from his shaft, getting all over his shoulders, his mane, drooling down onto his chest and even his muzzle. Soarin’ didn’t care, though; he’d been messier than this before. Besides, he was far too horny to care. He was about to get far messier.

His breathing grew increasingly labored. Soarin’ kept humping the air, jerking himself off with his pecs and biceps. His hands were far too small, leaving only his bulging, muscular body large enough to properly pleasure himself. The realization turned him on like no other.

The pressure was starting to build at the base of his shaft. His balls churned, sloshing from side to side as he humped the air harder and harder. They slapped against his thighs, a pair of massive, cum-filled orbs that groaned with a need to spill their seed.

With a final grunt, Soarin’ felt himself go over the edge. His shaft bulged enormously, then erupted, spewing his jizz straight up over his head. He muffled his cries of pleasure as his hips thrashed, splattering the ceiling with gallons of his spunk. His spasming muscles just made his pecs flex and bounce all the more, which just pushed his orgasm even further.

The sensation was incredible—the pleasure, impossible. Such size, such power. Soarin’ muscles bulged, and he felt himself almost white out as the stimulation of orgasm washed over him, filling him completely. It was only when he finally came out of it, the last tremendous swell of his cock erupting with a huge geyser of jizz, that he realized just how much he’d cum.

The entire ceiling above him, as well as the entirety of the mirror and carpet, were absolutely caked with his jizz. Soarin’ licked his lips, tasting a fat glob of spunk on his cheek.

Once he’d cleaned up—save for the carpet; there was no saving it now—he glanced over his dresser for some clean clothes. It was only after he’d hulked through three separate shirts and every pair of underwear he owned that he came to a realization: Absolutely none of his clothes fit him anymore. He was simply too big.

He turned away from that train of thought quickly, before he got hard again. His stallionhood had actually shrunk a bit after he’d jerked off, which he was grateful for—at least it didn’t drag on the ground anymore, now only reaching down to his shin—but his balls still looked as plump and as heavy as ever.

So. All of his clothes were either far too small, or—he noted, glancing over the piles of dirty laundry on the floor—far too coated in jizz to be anything more than a biohazard. What was a pony to do? It was too early for any major clothes shop to be open, and besides, they probably didn’t have many clothes big enough for him.

Wait. He frowned. What was her name, again - Rainbow Dash’s friend?

Rarity.

Right! Soarin’ snapped his fingers. He remembered Rarity. She’d been one of the ponies who’d been at his “Moving to Ponyville” housewarming party (which had been thrown, he remembered, by Pinkie Pie; it was virtually impossible to forget her). He’d actually seen her at a few luncheons with Rainbow since then. He wondered how scatterbrained he’d have to have been to forget one of his marefriend’s closest friends.

Stop. Get back on track.

Right. He was currently naked, hugely endowed, and in need of a set of clothes that would actually fit. The plan, he decided, was actually somewhat simple. Fly over to Rarity’s shop - Carousel Boutique, he remembered - and ask if she could make him a new set of clothes.

There was just one problem: How was he going to get over there without any clothes on? Checking the bathroom proved fruitless; the towels were so soaked in his jizz that they may as well have been made of rock. The sheets weren’t much better, so going for a toga was out. And even his boxers would’ve torn right off if he’d so much as attempted to put them on.

Blushing, Soarin’ stepped back and eyed the clock. At least it was still somewhat early in the morning. Most ponies wouldn’t be awake - he was suddenly grateful for being an early riser - and he could probably make it over to Rarity’s mostly unseen. Save for the mare herself, of course, but he could deal with that when he got there.

He took off in the backyard. He wasn’t quite confident enough in his local reputation to take off from the front, lest any of the neighbors get the wrong idea. Then again, with the noise he and Dash had been making for the past week, they’d probably already gotten all of the right ideas instead.

As he flew, Soarin’ realized that he must cut an impressive - or at least interesting - sight: a huge, musclebound hunk with a dick so long that it slapped against his shins every time he flapped his wings. He almost laughed - and then swallowed it with a shuddering moan as the first thermal caressed his length.

Oops. He’d forgotten about this. As he flew over Ponyville, the swirling air currents caressed every inch of his body. He was suddenly hyper-aware of the muscles rippling under his skin, of his pecs flexing with his wings...and of a steadily stiffening sensation growing at his crotch.

By the time he’d flown over downtown Ponyville, he was already at half mast. By the time he touched down by Carousel Boutique’s front door, Soarin’ was fully hard, and with the arousal to match. His nostrils flaring, he squeezed the flare of his shaft, a steady flow of pre flowing over his fingers.

Realizing that he couldn’t well meet Rarity with a “problem” like this - he was already hard; there was no chance of that going away - Soarin’ decided that the best option was to try and relieve himself before going in. If he let his arousal build up unchecked, there was a very legitimate danger that he’d flood the place. That was probably the last thing he wanted to do to the mare he wanted to make clothes for him.

He checked to make sure that anypony was watching. There were a few ponies milling about the street a little further down, but none of them seemed to have seen him yet. Darting into a set of bushes beside the house, Soarin’s groaned with relief as he felt his fingers squeeze around his waiting girth.

Jerking himself off didn’t take long at all, especially given that he’d already gotten off once that morning. Soarin’ gasped, his eyes nearly rolling back into his head, as he came. Huge, fat splatters of his spunk burst from his tip, painting the bushes and side of the house white with his seed. A gallon or three of jizz later, Soarin’ felt drained enough that it was probably safe to go ahead.

As he stood on the doorstep, Soarin’ took a moment to ready himself. It’s okay, he told himself. It’s just Rarity. Sure, he might have been sort of...nude at the moment, but she would understand. Probably. She was Rainbow’s friend, after all, and by extension, his. Again, probably.

He took note of the “CLOSED” sign and knocked on the door. “Coming!” Rarity’s voice sang back. “Coming, coming. Just one moment—”

The door clicked open. Rarity stood just inside. “Yes?” she said, gazing down slightly. She was staring right around the top of Soarin’s abs.

From his higher perspective, it was difficult for Soarin’ to ignore taking a moment to appreciate the mare standing before him. She was wearing a cute, yet distinguished looking pair of spectacles, and a trim blouse and skirt that hugged her curves. And her chest… Though she was doubtless wearing a very supportive and conservative bra, her knockers were more than half the size of Dash’s—easily some of the largest he’d ever seen. Soarin’ swallowed, then tried to yank his thoughts away from sex.

Rarity registered her mistake quickly enough and started looking up: first, past his pecs, then his broad shoulders, and then finally, into his blushing, slightly dorky face.

“Um,” she said, blinking up at him. “Hello.”

Soarin’ gave what he hoped was a disarming grin. “G’morning,” he said. “I, uh, was hoping to purchase some clothes?”

It took her a moment to register his words, but once she’d glanced back over the rest of his body, Rarity was blushing like mad as well. “Um,” she said, then cleared her throat. “You’re certainly dressed for the occasion—or perhaps,” she added, one eyebrow creeping up into her forehead, “undressed for it.” Her gaze lingered over his crotch. Soarin’ couldn’t help but feel a mixture of awkwardness and pride at the way she gaped at his length and girth.

Still… He blushed, shifting his posture slightly in an attempt to conceal his goods. Unfortunately, all that did was push his plump balls a few inches further forward until they were all but in clear view. “Heh. I guess so.”

Rarity swayed slightly. It was clear that she was feeling rather faint. “Indeed. You’re Soarin’, correct? Why don’t you come in?” She cleared her throat again. “Before, ah, somepony sees you.”

Once Soarin’ was inside, the door—telekinetically, probably—swung shut behind him. He nearly jumped, then turned back to the mare before him.

He followed her past the initial foyer, taking long, easy strides that were nearly twice the length of her daintier ones. She only came up to his chest, so it took him a bit of an effort to slow himself down to let her lead the way. He took the chance to enjoy her petite figure. At just around five feet and eight inches, she was actually a bit tall for a mare, but her waist curved into a near-perfect hourglass shape. Then again, she might not be so petite, he thought, remembering her chest. And her hips, though her rump was concealed beneath her skirt, hugged the hem so tightly it was a wonder that they didn’t tear right through.

Realizing that he was turning himself on, Soarin’ quickly decided to glance around the room instead. The floor shop of Carousel Boutique was a nice room. It was clear that Rarity hadn’t opened for the day; a few dresses were strewn over the front counter, and several piles of folded cloth lined the floor around an unclothed mannequin. Still, the rest of the room was neat—tidy, he decided, just like the mare who owned it.

Soarin’ was suddenly very conscious of his bulky form. His dick, still long enough to reach down past his knees, slapped against his thighs as he walked. Each fleshy smack sounded like a bomb going off in the tranquil shop; by the time they passed through a doorway into the back of the shop, Soarin’ ducking and twisting slightly to fit through, his face was thoroughly red.

Rarity led him to a seating area, then sat him down on a couch. It creaked under his weight, but thankfully held. She sat down on a chair across from him and held a notebook over her lap.

“So,” she said. Her voice was crisp, though there was still a hint of the musical quality from before. “Soarin’, dear. What are you here for today?”

“Well,” Soarin’ said, grinning. “None of my clothes actually fit me anymore. I figured that it was time to come in for a new wardrobe.”

Rarity clicked her tongue, eyeing him approvingly. Soarin’ abruptly felt like a piece of livestock being eyed for its meat. “Mm. You have grown, haven’t you?” she said. “I take it you’ll be placing a full order today, then? Discounted,” she added, “of course, given your relationship with Rainbow Dash.”

“Oh, yes,” Soarin’ said. Then he added, “But I don’t want any special treatment. Really. I’ll pay in full.”

“Nonsense, darling.” Rarity tutted back at him. “I couldn’t live with myself if I didn’t do all I could to help the coltfriend of one of my best friends. Especially as I seem to have caught you in such a...compromising position.” There went the eyebrow again. “Now, on top of properly sized clothes, I presume you’ll want additional...accomodations?”

“Hm?” Soarin’ then realized that her gaze was indirectly hovering just above his crotch. “Oh,” he said, blushing harder. “Yes. Please.”

“Very well.” Rarity scribbled something down in her notepad, then clicked her pen shut and set them aside. “We’ll have to take your measurements first.” She stood up, her mane falling over her shoulders and face. Brushing it aside, she said, “It’ll be a bit easier than usual given that you’re already...exposed.”

Soarin’ waited patiently as Rarity levitated over a tape measure from a nearby cabinet. When she asked him to stand up, he did, though he grinned helplessly when he felt his dick slap against the top of his shin. When she asked him to hold his right arm up—first straight, just to get a baseline—he did so happily. She did have to stand on a stool to reach, though. Thankfully, now that she was at work, it seemed that she was completely focused on her current task. No more lingering eyes for now.

“Goodness,” Rarity murmured, pulling the tape tight around his arm. “You certainly are a big boy. Give us a little flex, dear. I want to see how much give I should work into the fabric.”

Soarin’ obliged her. “Keep going,” Rarity said, watching his arm bulge out further. “A little bit more. A bit more. Just—”

The measuring tape had been pulled so tight that it actually snapped around Soarin’s bicep. Soarin’ blushed. Rarity raised an eyebrow.

“Looks like I’ll have to get a new one,” she said. “Wait right here, dear.”

She returned with a much bigger tape measure—industrial-sized, she informed him, as though that might mean something to him. He just nodded along happily, then offered his arm again when she asked. His biceps, they found, were an incredible thirty inches around—and still growing, if last night’s developments signified anything.

She measured his waist next, then wrapped the tape measure around his bulging, corded thighs. The light touch of her fingers against his fur was so intense to Soarin’s sensitive body that it was a struggle not to flex his muscles to the max wherever she measured him. He swallowed when Rarity finally turned to his crotch, snapping the tape out to its full length as she slowly noted down his length.

“We’ll likely use a pouch for this,” she said thoughtfully. “Not at the front—just an extension along your leg. One to give you room to, ah, grow when you’re particularly excited.”

Soarin’ just nodded along with her. Truth be told, he was starting to sweat a bit. He felt warm, and the room felt so very small. The light touch of Rarity’s fingers against his stallionhood wasn’t helping, either; when one of her knuckles brushed against his plump ballsack, he nearly moaned. His nuts had already begun to refill after his session earlier. His dick was straining against the measuring tape, its swelling girth forcing her to let it out a little more every other second.

“Ah,” Soarin’ said, clearing his throat. “Perhaps we should stop.”

“And not measure you properly?” Rarity scoffed. “How would we prepare a proper ensemble for you otherwise? I simply couldn’t let you go now.”

“It’s just,” Soarin’ said, blinking rapidly. “I, ah—”

“Yes? Spit it out, dear.”

“I’m getting, um, kinda hard.”

Rarity blinked. Then she glanced down at him—seeing him for real again, and not just as a bulked-up mannequin. A steady stream of pre was drooling from his fat flare onto the floor. A dark stain was rapidly spreading across the expensive-looking carpet. Soarin’ winced.

“Ah,” Rarity said. Her voice sounded...odd. Distracted.

“Sorry,” Soarin’ blurted. “I thought I’d taken care of that.” His cheeks were burning. “It’s just that with this size and, uh, new libido, it gets kinda...out of hand.” He winced. “You don’t really need to know that, sorry. Too much information, right?”

“Not at all, dear.” Rarity kept staring at his shaft. She was swaying slightly. “I am a mare myself—one with healthy needs of my own. And you’d be surprised at how much Rainbow Dash has gossiped about you.”

Soarin’ gaped. His mouth flapped open like a fish. “Wha—huh?”

Rarity burst out laughing at his hapless expression. “Sorry,” she said. “I couldn’t resist. Though she does like to boast.

“In any case,” she went on, “It’s perfectly reasonable for a stallion of your size and”—her eyes flickered back down to his crotch—”productivity to need to relieve himself every so often.”

“I suppose,” Soarin’ mumbled. Rarity just kept on going.

“And,” she added, “I suppose I can hardly leave you like this. It’ll get quite out of hand before long.”

Soarin’ blinked dumbly at her. “Huh?”

“Why...this.” Rarity gestured at his growing erection, then down at the widening pool of precum on the floor. “It’d be fairly rude to leave a customer in this state, and even ruder to do so to a friend. I can hardly kick you out, though if I leave you like this, you’ll likely create even more of a mess. No,” she said, sniffing. “I’d be more than happy to help you get some release.”

“Really?” Soarin’ asked. “You’re serious?”

“Of course I am!” Rarity said. “What kind of friend would I be if I left Rainbow Dash’s coltfriend leaking all over my carpet?” A sultry, knowing smirk flashed across her face. Soarin’ stiffened when he felt her rest her palm atop the base of his shaft. This, at least, was certainly not the professional manner she’d been putting forward before. “Now. Let’s see.”

She pushed his stomach—lightly, not nearly strongly enough to budge him even an inch. Yet Soarin’ let her sit him back down on the sofa all the same, feeling slightly stunned as Rarity’s other hand traced down his stiffening length.

Rarity got down on her knees. Soarin’ moaned when she laid her hands on his crotch, starting with his nuts.

“Oh, my,” Rarity murmured. She’d started by kneading his balls, gently massaging his plump, swollen nutsack. “I can actually feel them sloshing—that’s interesting. You’re quite pent up, aren’t you, dear?”

“Ah—ah—yes,” Soarin’ bit out.

“You certainly are a big boy,” Rarity said. “You’re checking all of my boxes, truth be told. Not many stallions can measure up to a lady’s standards. I thought I’d found one in the past, but he proved to be...disappointing.” Her mouth quirked in an odd sort of half-frown, she gave his fat nuts another squeeze, eliciting another moan and a redoubled stream of precum. “You, however...”

Soarin’ groaned as Rarity continued to grope his package. One of her hands, soft and dainty, slipped up the side of his hardening shaft as the other massaged his balls. “You’re really good at this,” he mumbled.”

“Why, of course I am,” Rarity sniffed. She adjusted her posture, taking Soarin’s shaft in both hands. Her fingers didn’t even reach all the way around, though at least it was thoroughly lubricated by now. Holding her hands forward like that forced her forearms together, which in turn squished her impressive chest between her upper arms, pushing her ample bust forward. “A lady must know what she’s doing in all social situations. And it doesn’t hurt that I’ve had...practice.” A smirk curved her lips. “Twilight does tend to visit regularly.”

“Wait,” Soarin’ grunted. “Twilight? Does—” Rarity squeezed his nuts again and he gasped, a spike of pleasure shooting up his spine. His erection reached its full length and stiffness, and a huge glob of pre burst from his tip. It splattered all over Rarity’s face.

“Oh my gosh!” Soarin’ blurted. “Rarity! I’m so sorry—let me clean you up.”

But Rarity held up a hand, stopping him in place. Slowly, so alluringly that she must have intended it to be sexy, she poked her tongue out from between her lips and licked the space around her mouth.

“Delicious,” she announced. She reached for a handkerchief from her pocket and used it to mop up the rest of the mess. The cloth was thoroughly stained by the end. Smirking at him, she added, “Now let’s have another taste.”

Soarin’ gasped as Rarity licked his tip, her tongue dragging across his wide flare. Somewhere along the line, his hands had found their way to her shoulders, a pair of big, bulky hands that dominated the much smaller mare’s petite figure. As he moaned, his fingers flexed very slightly. He was careful not to lose control there—he didn’t want to crush her by accident. He didn’t really know his own strength yet.

Rarity didn’t seem to notice his wavering control. She had all of her attention focused on the job at hand. She’d taken to pumping both her hands up and down his shaft, even as she suckled lightly on his head. Soarin’ shuddered as she moved to licking her tongue up and down his huge length, lapping up as much precum as she could. His length stuck up past his pecs by now, and was completely and utterly hard.

Slowly, hypnotically, Rarity’s hands slid down his length until they were resting on his balls again. “You know,” she murmured, as if in a trance. “You really do have to give universal stimulation.” She began to massage his balls, driving Soarin’s arousal even higher. He groaned, his hips jerking as another wad of pre arched up into the air before splattering on the fur of his broad, bouncing chest.

Rarity giggled. “It seems you like this,” she said, nodding down toward his fat nutsack. Soarin’ could only groan and nod weakly in reply. “But not quite enough, hm?”

She pulled her hands away. Soarin’ actually whimpered when he felt her touch recede. But then… Rarity clamped her hands around her bust, squeezing her ample breasts. Big damp spots of Soarin’s precum spread across the fabric of her blouse, staining it and letting some of the full glory or her oversized jugs shine through.

“Tell me, darling,” Rarity purred. “What do you think of these?”

Soarin’ swallowed. “I like them,” he said, a bit shakily. “Very much.”

Rarity’s smirk deepened. “Excellent.”

She took her time to remove her shirt, first sliding it up one side, then pulling her hand through the sleeve of the other. Soarin’ swallowed, watching with a mounting excitement as more of her pale, creamy coat showed through. The bottom of her shirt caught on the side of one of her boobs, and it took a bit of tugging to get it off all the way.

But when it was off all the way… Soarin’s jaw dropped.

Rarity’s breasts were immaculate. They weren’t quite as big as Dash’s—though the compression of her shirt had gone a long way to keeping them down to size—but they were perfectly formed, round and ripe for squeezing. A good amount of titflesh spilled past the sides of her bra, and when she clicked that open, her tits flowed free, bouncing against her chest as she released them from their prison.

Rarity took one breast in either hand and smirked up at him. “Like what you see, dear?” she said. She squeezed her breasts together, oodles of titflesh folding over each other as her erect nipples throbbed.

Soarin’s shaft was throbbing too. “V-very much,” he stammered. “Can I—can I—”

“Touch them?” Something mischievous glittered in Rarity’s eyes. “Of course. But—tut-tut!” She swatted away his trembling hand. “A lady doesn’t allow herself to be fondled by any passing stallion. She must do so on her own terms, and in her own way.”

She leaned forward, pulling her big boobs apart. Soarin’s breath caught in his chest as he felt the first inch of her warm, soft titflesh brushing against his length.

“You shall touch them,” she murmured, smiling softly. “Just not with your hands.”

Each one of her breasts was huge—easily the size of a large melon, if not bigger. As she pressed them around Soarin’s girth, he moaned, another glob of pre splattering against his chest. He watched in fascinated arousal as Rarity’s breast flesh oozed around his girth, spilling between her fingers. She began to jerk him off with her tits, pumping her massive jugs up and down his length as more and more pre streamed down his shaft.

“I must say,” Rarity said, “I’ve never seen a stallion with your...assets before.” She was nearly purring now, the rich sultriness of her voice nearly enough to set Soarin’ off on its own. A groan burst from his throat as Rarity squeezed her chest pillows around his shaft, then again as she slowly worked her way back up to the top. “It gets a lady...excited.”

Soarin’ was breathing hard. Each rise and fall of his chest sent his pecs flexing again, his balls swelling with more and more seed. Rarity slowly pumped her breasts up his girth, milking him for all the pre that he could produce. Then, when she reached the top, she squeezed herself around him again before leaning down to lap at his slit.

Soarin’ squirmed, panting. “Rarity,” he said. “I—I’m getting close.”

“So big. I’m almost jealous of Rainbow Dash.” Rarity smiled up at him. Whether she was a foot shorter than him or three, there was no doubting who was in control here. Behind those elegant, innocent eyes lay the gaze of a mare who knew exactly what she wanted, and exactly what she was dealing with. “Then again, I’m jealous of her in other ways...but as a friend, I can’t help but be happy for her. Especially when she’s got such a big, sexy stud of a stallion all to herself.”

Soarin’ groaned, long and deep. “Oh, fuck. Rarity. Rarity, I’m—”

“Cum for me, darling,” Rarity purred. She squeezed her breasts around his girth again, oodles of warm titflesh hugging his member. “I want to hear you scream.”

That did it. Soarin’s eyes fluttered shut. He gasped, drawing in a deep breath as his balls contracted toward his crotch.

The first glob of cum went all over his face; the second, with his cock spasming and lurching wildly, drenched Rarity’s face in a thick, creamy white. Soarin’ just moaned, his whole body jerking and stiffening repeatedly as his orgasm attempted to drain every accumulated drop from his fat, oversized nuts. Rarity kept squeezing his spasming shaft between her tits, milking him for his hot stallion load.

He may not have screamed, but he did moan, louder than he had all morning. By the time he’d finished, half the couch and more than half of Rarity were absolutely covered with his spunk. He groaned, his head flopping back onto the top of the couch as his shaft slowly softened.

Soarin’ gasped when he felt something tweak his left nipple. He stared down at Rarity, who had a smirk on her face and her hand right over his big, round pec.

“Now that was enjoyable, wasn’t it?” she said pleasantly. She squeezed his chest again—how was it so soft?”—and smiled. “It’s always lovely to serve such a willing customer.”

Soarin’ grunted, then chuckled. “You do this sort of thing regularly?”

Rarity smiled back at him. “Only for exceptional customers. Such as yourself.” She pulled her hand back and clapped. “Very well, then. Now that that’s taken care of, let’s talk business. Shall we discuss your order of clothes?”

“Clothes,” Soarin’ mumbled. His gaze lingered over Rarity’s soft, cum-spattered chest. “Right.”

Chapter Four: How Do I Look?

For some reason, Rainbow Dash hadn’t wanted to wait for Rarity to finish her order.

Now, that was all well and good. Rainbow wasn’t usually the kind of mare who’d kick back and wait for an ensemble—Rarity’s words, not his—to be put together for her. But when she’d all but demanded to go into town for some clothes shopping, Soarin’ had known something was up. Rainbow Dash did not shop. She didn’t try on clothes; she didn’t window-shop. So what if her boobs were spilling over the sides of her top, and her ass was straining her jeans more and more every day? Rainbow Dash would be caught dead before she got caught inside of Ponyville’s stock clothing store: Tops and Toppers.

Somehow, Soarin’ had a feeling that Dash wasn’t here to find a “better fit.” They’d been in the store for all of five seconds before she’d spotted something on a clothing rack, snagged it, and dashed off to the changing rooms. It would have been just like her to start undressing in the middle of the store. Soarin’ was glad she hadn’t—but a growing part of him wished she had.

A growing part indeed. Soarin’ shifted his weight uncomfortably. Standing in the middle of the store, waiting for Rainbow to finish, he suddenly felt incredibly self-conscious. He towered above the clothes rack next to him; he was, in fact, even wider than it was. He’d grown even more the day before, and was now pushing seven feet in height. His shoulders were broad, his arms thick and bulging with muscle. At least Rarity had thought ahead and made his clothes a bit bigger in advance. Soarin’ took a deep breath, his chest flexing inside of his shirt. The cloth expanded, but thankfully, didn’t strain. As long as he didn’t grow any bigger, he thought dryly, everything should be fine.

Everypony walking by him noticed him; at his size, it was hard to miss him. Most of the passers-by only came up to the top of his pecs. He thought he’d seen Big Macintosh on the way here, and had been stunned when he realized he was looking down at the once-hulking Apple stallion.

He was most self-conscious, though, about the fat, lengthy bulge running down his leg. Rarity’s clothes fit well, at least, nestling snugly around his bulging thighs while still leaving room his flaccid cock to flex and rest. The huge pouch to contain his balls was impossible to miss, and there was no way everypony’s eyes didn’t go straight to Soarin’s left leg when they saw him. Still, at least it was nice to have clothes that fit, for however long they’d last.

He had a sinking suspicion that that pouch wouldn’t be loose for very much longer. He hadn’t seen what Dash had grabbed off the clothing rack, but he was getting increasingly anxious and excited to see what she’d prepared. She didn’t come shopping lightly, so she must have something up her sleeve.

Or, possibly, up her bra.

His dick throbbed in his pants. It wasn’t quite a boner—not yet; his pants would be a lot damper if it were—but he was still borderline aroused. Then again, he reflected dryly, his new libido meant that he was almost always on the edge of arousal.

Rainbow poked her head out of the dressing room. The curtain rustled around her before curving around her shoulder. “How you holdin’ up?”

“Okay,” Soarin’ said, crossing his arms. He actually had to nestle them under his pecs—his chest just stuck out that far. “There’s no way it takes that long to get dressed. You’re taking too long on purpose.”

“No way,” Rainbow scoffed. But she was grinning. “Okay, fine. Maybe I do like torturing you. But you’re doing it to yourself! I bet you’re turning yourself on, aintcha?”

Soarin’ did his best to scowl. All the same, though, his crotch was already stirring at the knowing smirk on Rainbow’s face. He caught a glimpse of her bare shoulder past the curtain—was that the curve of her breast pushing against the fabric? Big, heavy, supple… He began to sweat as his imagination filled in the rest. His balls suddenly felt a lot more snug in their pouch.

“No,” he said quickly. “I’m fine.”

Dash just snickered. “Y’won’t be when I’m done with you,” she said, leering. Then she slipped back inside.

It took her another five minutes—five minutes!—to get dressed. The whole time he was waiting, Soarin’ felt his crotch getting stiffer as he bombarded his own thoughts with images of an increasingly sexy Rainbow Dash. What was she putting on? Why couldn’t he just wait?

Finally, the curtain rustled. Soarin’ jerked to attention—as did his member, which by now had slipped down past his knee. The dressing room curtain twisted to the side, and Rainbow Dash stepped out.

She was wearing nothing, he thought at first. But then he realized that she wasn’t naked: she was wearing a bikini. It was a cute thing, scarlet red and the same intense hue as the reds in Dash’s mane. The reason he’d thought she’d been nude, though, was because it was so tiny on her that it concealed almost exactly nothing.

It was clear from the start that Rainbow was wearing a swimsuit meant for a much smaller mare. As he ogled her, Soarin’ wondered if stores even sold swimsuits big enough to contain her anymore. Her tits were huge: a bountiful pair of pillows too massive to be contained by a bra or two-piece. Nearly every inch of cleavage showed through the top of the bikini, which more resembled a bright red string wrapped around Rainbow’s breasts like a bow. It concealed only her nipples, and not even those completely: a pair of erect, round bulges pushed against the fabric of her bikini, straining against the fabric as her breasts softly jiggled.

And oh, but how jiggly she was. Rainbow’s ass was an experience. As she did a half-turn, she shifted her weight to one foot, hefting her right asscheek up over her left. The globular sphere of mare-meat slid up and over its companion, her entire ass wobbling with it. Her bikini looked more like a thong, leaving most of her incredible rump visible for Soarin’—not to mention everypony else—to see. As she turned back to face him, he saw a damp bulge rubbing between her thighs: her cameltoe, thick and puffy with obvious arousal.

Rainbow Dash, at least, was suffering from the same libido that he was.

“So, stud,” Rainbow said. Her sultry grin stretched from ear to ear. “Whatcha think?”

Soarin’s mouth worked, but no intelligible sound came out. “Guh.”

Rainbow’s eyebrow lifted. “What? Cat got your tongue?”

It might as well have. Soarin’ had seen Rainbow nude—loved seeing her nude, even if that was the only way they lived anymore—but seeing her like this, barely constrained, barely concealed by a set of clothes that did absolutely nothing to hide her bountiful figure—it drove him mad. And in the middle of the store, at that! She was endowed enough, scantily clad enough that she’d walked out of the dressing room all but naked, and there wasn’t a pony in the town that could stop her.

Soarin’s hands were trembling. His fists clenched and unclenched with the rise and fall of his chest. Something warm slipped down his forehead, and he realized that he was sweating.

“Don’t blame ya,” Dash said. She smirked, then turned back so her Cutie Mark was facing him. “If I were facing a body this hot, I’d be stunned pretty well, too.” She gave her rump a hard smack.

The sound echoed in the shop; when Rainbow pulled her hand away, there was a red handprint left over a mass of wobbling, undulating ass. Soarin’ stared, unable to pull his gaze away. Rainbow’s scantily clad body was filling his world, dominating his mind utterly as his libido swelled.

“Mmff. Guess I’m just too much mare for this dinky little swimsuit, huh?” Dash put both her hands behind her head and stretched, pushing her chest forward. Her boobs were forced up by the motion, spreading her cleavage until it was right in Soarin’s face. “And y’know what? Now everypony can see it.”

Soarin’s pantleg was straining. His cock had filled up the entire space Rarity had sewn into it and then some. His balls were pushing against their pouch, filling with seed as his arousal grew. He couldn’t tear his eyes way, wouldn’t let this experience end.

And then Rainbow took a step forward. Her boobs bounced on her chest, her thick thighs rubbing together. Her bikini “bottom” absolutely cut into her ass, a thin string that sunk deep into her soft flesh. “Though I know you,” she chuckled, tracing a hand down Soarin’s chest. He took a deep breath. “Bet you just can’t wait to get me outta this thing, huh?”

That did it. Soarin’s pantleg bulged with his erection, a huge wad of pre splattering against his shoe. He all but pounced on Rainbow, his arms flexing hugely as he picked her up and crammed the two of them into the dressing booth. Dash was cackling the whole way, though those cackles turned to moans as soon as his thumb slid against her crotch, fingering her needy marehood. The curtain fluttered shut behind them, the only visual evidence that Soarin’ had even been there being the thick trail of precum he’d left behind.

Soarin’ hugged Rainbow around the waist, his biceps pinning her arms behind her. She groaned happily as he slid his hands down past her bikini thong, slipping his fingers against her marehood. She was hot, puffy, and sopping wet.

And so was he. Keeping one hand on Dash’s pussy, Soarin’ fumbled with his pants’ button with the other. They sprang open easily and fell around his ankles, letting his huge erection spring free. Some intelligent part of Soarin’s brain silently thanked Rarity for her foresight. The rest of him was far too focused on a much more important task: fucking Rainbow Dash’s brains out.

He ripped his shirt off—literally ripped it off, his pecs bouncing free. Rainbow groaned as Soarin’s well-lubed erection pushed against her ass. It slid up between her two massive cheeks, each of which was now the size of a watermelon. Soarin’ grabbed one of her thick thighs, his knuckles brushing against Rainbow’s marehood. She quivered in his grip, gasping for breath as he ground his stallionhood against her ass and back.

Rainbow gave a grunt as Soarin’ shoved her against the wall. Her hands went out on reflex to steady herself, pushing against the plaster as he humped her like an animal. “Y-you wanna fuck, huh, stud?” she choked out. She gasped again as his expert fingers dove into her marehood. “Fuck!”

“I’m going to fuck you so hard,” Soarin’ growled. He jerked his hips forward and up. Rainbow’s fat ass clenched around his dick. The massive cushion of her butt all but wrapped around his member; where another mare’s flank would have seemed puny next to Soarin’s cock, Rainbow’s assets were more than big enough to handle any size of stallionhood. Soarin’ groaned as the softness of Rainbow’s rear enveloped his girth.

“I like you like this,” Rainbow growled back. “Fuckin’ take what you want, right? But if you’re gonna fuck me, then fuck me!”

Soarin’ reached around with his right hand as he reached down with his left. Rainbow gasped when he cupped his hand around her breast—a huge globe of flesh that was straining madly against its tiny fabric restraint—and yelped when he smacked her flank, hard.

“Maybe I won’t fuck you,” Soarin’ bit out between gritted teeth. This roaring beast of lust in his mind—was this him? Was he capable of being this? He could barely think, could barely feel behind the warm flesh in his hands and the groaning factories of seed in his nuts. “Maybe I’ll fuck everything else.”

Every thrust of his cock between Rainbow’s asscheeks sent her whole rump jiggling and bouncing. He groped at her huge ass appreciatively, squeezing it around his shaft. Rainbow groaned. A thin line of warm liquid dripped down the underside of her breast, running over his fingers and leaving a thin, milky film.

“Oh, you’ll fuck me,” Rainbow grunted. He spanked her again, and she jerked. The motion sent huge ripples through the curvature of her flank. When she spoke again, there was a hungry, gloating growl to her voice. “You can’t help it.”

“Maybe I can’t,” Soarin’ growled back. A fat glob of pre burst from his shaft and splattered against the back of Dash’s neck. She chuckled.

“You want to fuck me here?” she said huskily. “Right in the middle of the store? In front of everyone?”

“They can’t see us.”

“As if they couldn’t hear us,” she scoffed. “Every thrust, every moan we’re making. Celestia, but I can hear your balls sloshing. So fucking full of cum—and you just want to make me your cum dumpster right in the middle of fucking Ponyville.”

Soarin’ grabbed her breast again, harder. Fat folds of titflesh oozed out between his fingers. He could feel her nipple, thick and erect, brushing against his palm. “Maybe I want them to hear us,” he grunted.

“If you don’t care,” Rainbow grunted back, “then shove it in. Fuck me. Stop this fucking teasing and just do it.”

That beast was roaring in his ears, its cry drowning out every other thought. On impulse, he reached for her bikini thong and shoved it aside. Her winking marehood bared itself to him, inviting him in. Do it, the beast snarled. Make her your mare. Right where everyone can see. Fill her up and—

When he shoved himself inside of her, she cried out. Her whole body went erect, her marehood spasming around his incredible girth. When he pushed further inside of her, she melted around him, her whole body going limp as he impaled her on his cock. Soarin’ found sweat pouring down his forehead, his every muscle and neuron twitching with adrenaline as he hilted himself up to the halfway point.

He switched hands, grabbing her left boob and spanking her right flank. The jiggles of her ass around his shaft felt doubly incredible when he’d already buried his flare inside of her. Rainbow Dash whimpered faintly as he pulled his hips back, then moaned, long and low and hungry, as he began to pump his hips back and forth. His fat, heavy balls smacked against her thighs again and again, the sounds of sex filling the room.

He was almost too big to fit inside of her now. He had to bend his knees slightly to get inside of her at all; even so, he could easily see over her head to the massive, rounded bulge protruding from her middle. Rainbow moaned as his cock unleashed a huge wave of precum into her belly, flooding her with his lust.

“Fuck me,” she growled. “Fuck me, you huge fucking stud.” And he did.

He squeezed her Cutie Mark, which was now wider across than his hand was tall. He squeezed her around his cock, feeling her large, soft pillows envelope his base. He kept groping and squeezing at Dash’s titanic rear even as he shoved himself further inside of her, his other hand creeping around to her front.

Even as her head sank deep into his thick, muscular pecs, Soarin’ hefted her bust up into the air and cupped it with his forearm. They jiggled and bounced in his grip; as he gave her tits another squeeze; he felt another warm trickle of liquid running across his arm.

He bent down, his lips parting, and latched onto one of her rock-hard nipples. A moan tore its way from Rainbow’s lips as Soarin’ suckled at her breast. He’d picked her up now, pushing her against the wall with one arm as his other arm held her to his chest. He drank her milk eagerly as his hips pumped against hers, her milk filling his stomach as his warm precum flooded her womb.

“Oh, fuck,” Rainbow groaned. She slid a hand across the breast that Soarin’ had latched onto and squeezed it. Another stream of milk came flooding out, hitting the back of Soarin’s throat. He drank it all down eagerly. “Oh, fuck they’re sensitive. Oh, fuck. Oh, fuck. Oh, fuck—”

Rainbow Dash screamed as she came. Her inner muscles clamped down around Soarin’s cock. Her hips jerked wildly, slamming against his as she reached her peak. Her clear nectar seeped out past the seal that Soarin’s shaft made with her cunt, streaming down the side as her legs spasmed and twitched.

Soarin’ followed soon after. He bit down on her nipple—not hard, but firmly, clenching his lips around it, his eyes squeezing shut as he went over the edge. His member slammed inside Rainbow’s marehood, bulging her stomach out obscenely as he came. His balls lurched as they spilled their depths inside of her. Shot after shot of his hot, thick load splattered against her insides; soon enough, she was entirely flooded with his cum, and her belly was beginning to swell with the sheer deluge of jizz erupting inside of her.

Soarin’s hand slid down to her belly. He massaged her Cutie Mark with his left hand, letting her fat, jiggling ass milk him for all he was worth. He could feel her gut bloating outward with his cum, filling up more and more as his spunk flooded into her. His balls churned and groaned, doing overtime as the beast roared in the back of his mind.

Finally, the roars subsided into growls. Soarin’ groaned and stumbled back. Rainbow grunted, collapsing against the wall. Soarin’s cock lurched a few more times, splattering Rainbow’s flank and the walls with his thick, white batter. With the seal released, a small flood of cum poured out of Rainbow’s wide-stretched marehood, staining the floor with his white, sticky seed. Soarin’s nuts shuddered against his thighs one more time, then were still.

Soarin’s whole body was covered in sweat. His mane was matted with it, plastered to one side of his face. He shoved it aside and groaned. The whole stall smelled—no, stank—of sex. The floor and walls were painted white, and the only sound left were Rainbow Dash’s full, happy moans as she rubbed at her bloated belly.

Wait. That was the only sound. In fact, Soarin’ realized, the whole shop outside had gone perfectly silent.

There came a knock on the side of the stall. “Erm, hello?” a timid voice rang out. “Are you alright in there, miss?”

Soarin’ turned and pulled the curtain aside. He stared forward for a second, then realized that he was looking at empty air, and looked down. Somewhere around the top of his pecs, a very flustered-looking stallion was blushing madly.

Oh. Soarin’ glanced down. Though his erection had mostly gone down, the base of his incredibly thick shaft was still visible through the crack in the curtain. Somehow, that didn’t bother him. Somehow, he realized, the fact that the shopkeeper—he recognized the suit, and the pin on the stallion’s chest—could almost certainly see Rainbow didn’t bother him either.

Behind him, Rainbow moaned. Soarin’ glanced back, a grin twitching at his lips. Rainbow was sitting with her back against the wall. She was clutching her cum-gut, shaking it slightly and groaning as Soarin’s seed sloshed around inside of it. When she caught sight of the shopkeeper staring at her, she smirked, then winked at him. Her bikini, nearly torn aside by Soarin’, had been hugely stretched, but not quite snapped. That just meant she had more room to grow.

Soarin’ turned back to the trembling, stammering shopkeeper and clapped him on the shoulder. His hand covered up most of the smaller stallion’s shoulder and upper back.

“We’ll take it,” he said, beaming.

Chapter Five: Filling Up The Pool

If there was one thing that Rainbow Dash had always been, it was a showoff. When it had been her speed, she’d never been able to resist speeding past anypony and everypony she’d been flying with. When it’d been her new Wonderbolt status, she’d worn her badge off-duty for weeks, and had only stopped talking about it when Princess Twilight Sparkle had kindly asked her to shut up. Now that she had, undoubtedly, the best body in all of Ponyville, there was only one thing for her to do with it.

Equipped with a sexy string-thin bikini, there was no way she was about to let her amazing body go unseen. There was just one problem: As much as the idea clearly thrilled her, there was no way Soarin’ was about to be eager with either of them strutting through downtown Ponyville all but naked. What was a horny, egotistical mare to do?

The Ponyville Pool was one of the hottest—and coolest—summer locations in town. Ponyville itself was in a more temperate location, but as soon as the heat of summer rolled around, it seemed like half the town couldn’t wait to get out of their overheating clothes and into the fresh, cool water. Inside the locker room, Rainbow cocked her head to listen to the sound of cheering, splashing ponies outside.

“Sounds like they’re having fun,” she said.

“Sounds like what we came for.” Soarin’ slung his backpack off of his shoulder and onto the locker-room bench. He turned to face her, that goofy grin on his face. “I haven’t been to a proper pool in ages.”

“Except the ones you leave in the bathtub, right?” Rainbow chuckled at Soarin’s bemused expression. “You got our suits?”

“Yup!” Soarin’ bent over and ruffled through the bag for a bit. Rainbow took the opportunity to admire the way his lats flexed and bulged, his broad shoulders rippling with muscle. She liked him big. “Just a sec.”

She caught the bundle that he tossed her with one hand. It was all she needed: the entirety of her bikini could be crumpled up into a ball that was smaller than her fist. She shot him a smirk as he continued fumbling with the bag.

“Dash,” Soarin’ said. “You must have missed something. My suit’s not in here.”

“‘Course it is,” Rainbow said. “Right near the top.”

Soarin’ pulled a bundle of his own out of the bag. It unfolded into a hugely oversized speedo, with tiny strips and a massive pouch. His cheeks flushed. “You can’t be serious.”

“I totally am.” Rainbow swept up to him and planted a kiss on his chest. Grinning up at him, she placed her hand gently on the massive bulge at his crotch. “If I’m gonna show me off, I wanna show you off too.”

“But—”

“No buts, studly.” Rainbow wagged a finger at him. “S’not like everypony can’t see you anyway.”

“But—”

“What’d I just say?” Rainbow gave his chest a pat. “Now c’mon. I wanna get out there ASAP.”

Soarin’ sighed good-naturedly. “I can’t say no to you, can I?” he asked.

“Nope.” Rainbow had a shit-eating grin on her face. “Not even slightly.”

The two of them squeezed into a cubicle to change. Soarin’ would’ve gotten into his own, but the touch of Rainbow’s hand to his thigh made it clear just where she wanted him to go. It was an incredibly tight fit—a massively endowed mare and a seven-foot stallion tended to take up quite a lot of space—but the door thankfully clicked shut behind them all the same. Soarin’ sighed, then pulled the speedo back up again to inspect it.

“Are you sure that this’ll, uh…” He cleared his throat. “Hold me?”

“Oh, don’t worry.” Rainbow already had her top off. Her two huge breasts bounced a bit against her chest; her nipples were barely two inches away from Soarin’s abs. She smirked up at him as she tossed her shirt—a blue-stained t-shirt with the words SPEED DEMON emblazoned across it—aside. “It will. So long as you don’t get too excited.”

Soarin’ eyed her chest skeptically. He felt his stallionhood stirring and squeezed his eyes shut. He wanted to be at least slightly decent when he stepped out into the pool, however meaningless the term was getting these days. He had to keep his arousal under control. When he opened his eyes again, and as he began to strip his own clothes off, he kept his eyes carefully forward, above the top of the stall and Rainbow Dash’s head.

Once he’d unbuttoned them, he had to carefully edge his pants down his muscular thighs. Rarity might have done excellent work, but that didn’t mean he could stop worrying about ripping them. Unfortunately, he had to squat slightly to do so—which pushed the base of his shaft right up against Rainbow’s soft, pillowy underboob.

Soarin’ grunted. He could hear Rainbow’s smirk when she said, “Oh, hey. Looks like someone’s a little happy to see me.”

Through gritted teeth, he replied, “Dash, c’mon. I’m just getting changed.”

“So am I.”

“Yeah, well, you’re not the one who’ll rip out of their swimsuit if you get too turned on.”

Rainbow Dash laughed. It was a rich, bubbly sound, and Soarin’ loved it. “You don’t know that,” she said, sounding amused. “But fine. I’ll leave you alone—mostly.”

Soarin’ sighed in relief. He did so a second time when he pulled the speedo up his legs and found that he was able to carefully fold his shaft inside of the pouch. His balls even fit, and without overflowing the sides. He wound up coiling his length a bit on top of his huge, heavy nuts and letting the flare hang over, but it worked. It may have jutted out a good two or three feet in front of him, and may have been able to hold a good-sized colt, but at least it held. He grunted, letting the tight straps snap around his tight bubble butt as his shaft nestled against the rubbery material.

He squeezed himself out of the stall. A careless smack of his hips against the wall set his whole stallionhood bouncing, swaying from side to side and smacking against his thighs. Eyeing himself in the mirror, Soarin’ was suddenly doubtful of this plan. The speedo outlined everything: from his cum-laden orbs to the fat, thick head resting on top of them. The pouch might have been big enough to hold him, but it would do just about nothing to conceal him.

Then again, Rainbow Dash seemed to have encountered the same situation. If she was regarding it as a problem, she sure wasn’t showing it. She eyed her reflection in the mirror beside him. She had her hands on her ample hips and had hefted her ass up and to the side, so that she had a full view of her Cutie Mark and bust in profile. Bringing her hands up to her chest, she gave each of her breasts a squeeze, shivered, and nodded in approval.

Her eyes flickered up to Soarin’s reflection. “Ready to go?” she asked.

Soarin’ did his best to grin back. “As I’ll ever be,” he said.

As Soarin’ made his way out to the pool, he was acutely aware of everypony’s stares.

It was hard to miss, really. From the second the pair stepped out of the locker room and into the glaring summer sun, all eyes were on them. Stallions gaped at Soarin’s physique, and mares drooled at it. More than one mare spared a glare of envy for Rainbow Dash, too. She didn’t seem to care—or if she did, she was savoring it. She walked along the scalding cement with a haughty step, letting her hips sway from side to side. Her boobs bounced up and down as she walked. Her plump buttcheeks slapped against her thighs with each step, sliding against each other with a slip-slap as she lifted each foot up into the air.

It was a crowded day, but after a good two minutes of searching, they managed to find an open spot. Rainbow spread her towel out over an inclined beach chair then plopped down onto it, the impact sending her oversized flank rippling. She flopped her back onto the seat and grinned up at Soarin’, her hands resting on her lap.

“Hey, Soarin’,” she said. He knew that look. He definitely didn’t trust it. “Think you’d mind putting some suntan lotion on my back? Can’t really reach it on my own.”

Soarin’ almost said yes. Then, he glanced around. More than one pony in their immediate vicinity was still staring at them, whether from over a pair of sunglasses or beneath the brim of a sun-hat. He was suddenly very aware of the way his overpacked bulge had been bouncing on the walk over here. “Uh, I don’t know if that’s such a good idea,” he said. “Maybe we can go back and do it in the locker room?”

“Come on, Soarin’,” Rainbow said. She turned over onto her front, then pushed her rump a few inches higher into the air. It filled his vision, teasing him as it jiggled. “It’s in the bag. I don’t want to burn up out here. Especially,” she added, glancing back over her shoulder, “when there’s so much of me to burn.” She gave her generous flank a squeeze and winked. He noticed that her Cutie Mark was wider than her hand and gulped.

“No,” Soarin’ said quickly. “Not at all.”

“Good.” Rainbow turned back and rested her face on the chair. “Now c’mon, bud. Gotta lather me up before my coat turns red ‘stead of blue.”

It took Soarin’ around ten seconds to find the suntan lotion in their backpack. He grabbed it out of an internal pocket and held it up to the light. It looked so tiny in his hand, so fragile. Tenderly, he cracked open the top held it over his open hand. Estimating the surface area of Rainbow’s back, he squeezed a good amount out onto his palm and lathered up his hands with it. It smelled sweet, like coconuts.

Once his hands were covered in lotion and smelling like a tropical island, Soarin’ paused. He stood at the end of Dash’s chair, hovering in place like a lost puppy. The safest option, he decided, would be to do her—cover her, he thought quickly—from the side.

He got down on his knees and placed both hands on her back. It was a bit of an uncomfortable position, especially given how the cement scalded his kneecaps, and how his bulge was squished against the side of her chair, but it was better than the alternative. Somewhat timidly, he began to rub the lotion into her coat, covering her with the sweet-smelling stuff.

“No, no,” Rainbow mumbled. She lifted her muzzle from her crossed arms and gave him an annoyed look. “Gotta do it from straight on, buddy. Get right in there. None of this sideways crap.”

“But—”

“C’mon.” She bit her lip, then raised a teasing eyebrow at him. “Don’t you wanna do me right?”

There was no way she’d missed the double entendre in that. “B-but there are other ponies watching,” Soarin’ said.

“So?” Dash said. She cocked her head. “It’s just a bit of lotion. S’not like we’re fucking in the middle of the pool.” A wicked smile crossed her face. “Unless—”

“No, no, it’s fine,” Soarin’ said. His cheeks burned. He felt more than a little bit scandalized already, and going through with this would look like… Well.

Still, he felt a small sense of pride flickering in his chest at the sight of all those gazes weighing on their bodies. Both he and Rainbow were all but larger than life now, and they made sure that everypony else knew it. It may be improper, but didn’t it feel good to know how striking a figure they both cut now?

“Right,” Soarin’ muttered, more to himself than anything. He slung a leg over Rainbow’s chair, easily straddling it. He slowly crouched down toward her. His massive bulge came to rest right over her equally massive asscheeks, her warm flesh rippling slightly at the touch. Biting his lip, Soarin’ slowly leaned forward and began to rub.

“Mmff,” Rainbow groaned. She had her muzzle pressed into her forearm, and both her eyes closed. “Now that’s the stuff.”

It was impossible for Soarin’ to ignore the way his overpacked pouch was cradled between the cleavage of Rainbow’s asscrack. He did his best to focus on the task at hand, holding his tongue between his teeth as he rubbed the lotion into Rainbow’s upper back. Rainbow let out a soft moan as his hands moved up between her shoulderblades. When her rump flexed against his balls, Soarin’ let out a soft groan. When his eyes fluttered open again, there was an unmistakeable damp spot on the front of his speedo where a bit of pre had spurted out. A blush on his face and a stirring in his crotch, Soarin’ tried to force his gaze forward, rather than letting it drift down to Rainbow’s ever-enticing hips and flank. He had to keep things clean. He couldn’t lose control now.

But as he kept rubbing, he was rapidly beginning to find that task impossible. He pulled his hands down Dash’s sides, leaving long streaks of lotion behind in her warm fur. His hands traced down to her waist, then curved out around her hips.

“Get everywhere,” Dash mumbled. “Can’t go...burnin’ up.”

Soarin’ tried to stop himself, but his unconscious knew what it wanted. Before he knew it, he was kneading the lotion in Rainbow’s flanks. He massaged her hefty ass with slick palms, his fingers digging deep into her pillowy rump as he worked. Rainbow’s soft moans were like music to his ears.

Who cared if someone was watching? Soarin’ found himself falling into a slow, easy rhythm. His breaths came long and even, his chest inflating impressively whenever he took a breath. He rocked back and forth, his heavy bulge grinding against Rainbow’s thighs while he lovingly fondled, massaged, and groped her ass. Her globes of flesh lovingly wrapped around his fingers, each pump of his wrists sending jiggles through the curvature of her entire flank. He was lost in reverie, his mind drifting between those two huge, pillowy cheeks.

“Hey.” Rainbow’s voice cut through his mind like a knife. Soarin’s gaze jerked upward. Rainbow was glancing up at him over her shoulder. A smile tugged at her lip. “I think I’m done. Thanks, stud.”

“Oh.” Soarin’ stared dumbly for a second, then realized that his hands were still planted firmly on her ass. He quickly pulled his hands back and stepped back. His bulge flopped heavily against his thighs. It felt stiffer, more tightly packed than before. It throbbed against the bounds of the speedo. It felt almost...disappointed. His cheeks burning, he saw Rainbow’s ass wobbling in the bottom of his peripheral vision and blushed even hotter.

Rainbow chuckled, then turned over onto her back. She winked up at him, then reached for the lotion bottle. He handed it to her, his thoughts spinning slightly. “Thanks,” she said again, then stuck out her tongue. “I think I can take it from here.”

She leaned forward, unconsciously squeezing her breasts between her upper arms. She squeezed a dollop of suntan lotion onto her hand. She cupped her lotion-slick hands beneath her bust, then grabbed her breasts in either hand. She gave a soft moan of satisfaction and began to rub the lotion into her chest.

Ten seconds later, with her massive tits still squeezed between her palms, Dash glanced up at Soarin’ and gave him a deadpan look. “You gonna stand there watching all day, lover-colt?”

Soarin’ started. “Oh, uh—no. Sorry.”

“Not that I mind.” Rainbow’s grin widened. “Maybe—”

“I think I’ll go take a dip,” Soarin’ blurted. “In the, uh, pool, I mean.” He did his best to keep from thinking about how small his pouch was suddenly feeling.

“Got it.” Rainbow snapped a finger in his direction. “I’ll join you in a sec. Just lemme finish up here.”

Somewhat relieved, Soarin’ nodded down at her, took a breath, and turned away.

They’d settled in right near the edge of the pool, so the water was mere feet away. Soarin’ took a step forward, then stopped. His toes wiggled on the hot concrete. The water looked incredibly enticing. He almost wanted to dive right in. His muscles tensed, preparing him for that familiar thrust forward.

But he couldn’t. Soarin’ looked down at himself, realized just how big he was, and blushed. A stallion of his size jumping into a pool that crowded might well hurt somepony, and that was without considering the amount of water he’d splash all over the poor sunbathers. And, he figured, smacking his junk against a hard liquid surface wasn’t sounding like the hottest idea right now.

Ten seconds later, he found himself wading in through the shallow end of the pool. The cool water swished around his shins, then his quads as the pool deepened. He eased himself in, taking each step in time. He couldn’t help but feel slightly self conscious. At his height, he towered above the rest of the ponies around him, let alone the colts and fillies that were playing around in the shallow end.

His pecs jutted out proudly in front of him; probably the only reason he could see anything below his chest was the sheer size of his package and legs. His crotch was borderline obscene, even clothed; the pouch of his speedo strained to hold the bulk of his package in. At least the water was good, Soarin’ decided, a light blush still coloring his cheeks. The damp stain on his suit wouldn’t be anywhere near as visible now.

Even as he waded deeper into the water, Soarin’ still felt overly large. It was hard not to—every part of him bulged. Water that had once overlapped his stomach now came up only to his hips. His bulge actually glided through the water, floating a bit toward the top. It finally sank, thankfully, as he waded deeper into the six-foot-deep section of the pool.

Soarin’ sighed peacefully. He leaned against the side of the pool and relaxed for a moment. The sunlight was warm on his coat, and the gentle swishing of the water against his crotch and muscles felt good. Not sensually so, but...good.

After a minute or so, Soarin’ felt an itch on the back of his neck. He peeked through one eye out over the pool. A stallion—Caramel, Soarin’ thought, recognizing his amber-gold coat and brown mane—was looking at him. Was staring at him, actually, given that he’d been looking Soarin’s way ever since he’d first closed his eyes.

“Uh.” Soarin’ put on his best Wonderbolt grin. He gave a little wave. “Hey there. Nice day for a swim, huh?”

Caramel blinked. “Yeah,” he said. His voice sounded odd, distant. His eyes didn’t twitch from Soarin’s figure; instead, they stayed glued to his crotch, occasionally darting up to Soarin’s chest or stomach. “Really nice.”

Soarin’s grin began to strain. He knew when he was being ogled. Shifting somewhat uncomfortably—but also somewhat pridefully; he couldn’t help it—he just loved being looked it—he tried to give Caramel a hint. “You going to, uh, go back to swimming or anything?”

Caramel just vacantly nodded. It was clear he wasn’t listening. A thin line of drool actually slipped down the side of his muzzle.

“Right!” Soarin’ clapped his hands. Chuckling awkwardly, he reached over and lifted the edge of one of the pool lanes a few inches into the air. “Nice talking to you, too.” He hurriedly ducked underneath, holding his breath as his head went underwater.

His hands found the poolside easily; on reflex alone, with the gurgling of water filling his ears, Soarin’ turned his body horizontal and pushed off of the wall. His powerful legs flexed, then shoved him forward. His hands snapped into a streamline position, his wings tucking in tight behind him.

Now this was more like it. He was back in his element; he was moving. Flying was his life—as long as he could remember, he’d lived in the air, with his time on the ground being just an intermission between flights. Swimming through the pool was, of course, not entirely like flying. The water was a lot thicker, with miniature currents swirling around every curve and ripple of his body, holding him back. His package alone created a huge amount of drag, and the rest of his muscled body wasn’t exactly streamlined, either.

Still, swimming felt right. And Soarin’ felt good—great, even. He pulled through the water with powerful strokes, his arms bulging as they shoveled huge volumes of water around him. He crossed the pool in half the time he usually did, then grabbed the wall and pushed off again. His broad shoulders filled two-thirds of the entire lane, and he found himself having to keep from accidentally brushing against the sides. He went through a half-dozen laps, freestyle, before he heard a loud splash beside him.

Soarin’s head popped up above the surface. He sucked in a long, greedy breath, then stood up to his full height. The water poured off of his shoulders and pecs—and onto Rainbow Dash’s head.

She was standing on the other side of the lane, in the free swim area. “Hey, stud,” she said, grinning. She patted the water’s surface. “Come join me over here.”

“You got it,” he said. He took a breath then dove back underwater. When he came back up again, he shook his mane dry, showering her with water. Dash yelped when the cold droplets hit her cheeks, then let out a loud “Hah!” as she splashed him with both hands. He retaliated with an even larger wave of water. Before long, they were both soaked, laughing as water streamed down their bodies in clear, cool rivulets.

It was impossible to miss the way the water streamed across her chest, beading right on the edge of her breasts and quivering in little droplets on her nipples. Soarin’ certainly got an eyeful; Rainbow’s already-scandalous bathing suit had become damp and nearly transparent from the water. He could see the dark bulges of her nipples poking against the tiny cloth squares that purported to “cover” her chest.

Just as his crotch began to stiffen again, Rainbow caught his eye. She grinned. “Aren’t they great?” she asked. She cupped her hands around her bust and gave it a quick shake. It took her some effort, though - those jugs looked heavy. Soarin’ licked his lips as Rainbow’s fingers trailed across her acres of jiggling flesh. “Everypony’s been complimenting me about them today.” She gave a bark of laughter. “Now I know how Rarity and Fluttershy feel.”

She gave her breast another squeeze. A soft moan eased out of her throat, her eyes fluttering shut as her copious titflesh oozed out between her fingers.

“Uh, Dash?” Soarin’ glanced around the rest of the pool. Nopony was really paying much attention to them, thankfully, but he didn’t want to take any chances. “Are you sure you want to do that? Here?”

“C’mon, lame-ass.” Dash smirked up at him. “Gotta have a little fun. Let loose, y’know?”

“In the middle of the pool?”

“Sure,” she said. She spared a smirk for a few of the surrounding ponies. “Makes their lives a little bit more interesting.”

She stepped toward him. Her massive breasts were just inches away from his stomach, her erect nipples clearly straining against her bikini strap. Soarin’ gasped when Rainbow’s hand darted out and squeezed his fat bulge. Her hand was far too small to circle even his flaccid shaft, but his libido certainly got the message. He took a deep breath, trying to keep himself under control as blood and arousal pumped through his body and into his crotch.

“What’re you doing?” he hissed.

“Enjoying the company of my coltfriend, duh.” Dash shot him a lazy smile. Her finger traced across the fat bulge of his flare, then sank under the water and began to massage the surface of his latex-clad nuts. “He even dressed up for me. Pretty sweet, huh?”

Soarin’ groaned. Dash’s teasing was beginning to accomplish the very thing he’d been resisting all afternoon. He felt his member stirring, a powerful python that, once awakened, would be more than happy to tear its way out of the prison containing it. While he’d love that in the bedroom, it happening out in public wasn’t exactly something he was looking forward to.

But Dash’s teasing was incredible. He glanced down and found he couldn’t resist: her full lips, her soft chest, the hungry look in her eyes. Before he knew he’d bent down to catch her muzzle in his own. Their lips pressed together as his tongue delved hungrily into her mouth, her own tongue dueling and twisting with his as their bodies pressed together.

As he explored her mouth, Rainbow continued to explore his crotch. One of her hands wandered up to his hip, then slid around his waist until it found his Cutie Marks. She gave his flanks a firm squeeze and Soarin’ groaned as he pulled out of the kiss. “That’s my lover-colt,” Rainbow murmured, giving his tight bubble butt another squeeze.

Soarin’ groaned again. He was halfway hard already; there was no way his speedo could contain him much longer. His big hands pushed under the water, and before he knew it, he’d slipped his flare through one of the leg holes. It was incredibly tight - the suit had never been meant to stretch to hold two “legs” in a single hole - but the sensation only made him harder. Soarin’ grunted, his crotch throbbing as both of Dash’s hands went to work on his heavy nutsack. Her hips swayed gently under the surface of the pool. Water swished around his balls, the pool currents caressing his package and pushing his arousal even higher.

“Mmff.” Dash grinned up at him and gave his shaft a squeeze. “Good ‘n hard. And nobody can even see.”

Soarin’ gave a strangled gasp for air, a particularly intense throb of arousal pushing through his thoughts. “I can see,” he mumbled.

Rainbow Dash only smirked. “Good,” she said. “Means you’ll be able to see this.” She took a deep breath, her cheeks puffing out, and dove under the water.

“Dash, what’re you - “ Soarin’ sucked in a breath as Rainbow Dash gave his package a big hug. Her arms wrapped fully around it, embracing his stallionhood. Her massive breasts squished around it, oodles of her naked titflesh wrapping around his erection and sinking around it. Soarin’ groaned, swaying slightly as Dash kissed, squeezed, and played with his growing erection.

To any onlookers, the only pony visible was Soarin’. Dash was, for all intents and purposes, invisible beneath the surface. Meanwhile, Soarin’ was standing stock-still, doing his best to keep from moaning as Dash jerked him off underwater. He was still blushing wildly, a sensation which only redoubled when he felt his cock spurt out a healthy dose of precum. Rainbow Dash’s tongue lapped up against his slit, and he shivered, tingles running up and down his spine.

She gave his huge nuts a squeeze, rubbing them through the speedo. Soarin’s hips jerked, and he groaned softly. A familiar pressure was building up at his crotch, mounting by the second.

“Rainbow,” he mumbled. “I don’t think - ah, ooh - “

How the hay was she holding her breath this long, anyway? Too turned on to think any further, Soarin’ just twitched madly as Dash pleasured him with every inch of her scantily clad body. He grunted, wheezing as he struggled to hold back the rising tide. He couldn’t cum in the pool. He couldn’t. It’d get everywhere - everyone would see - everyone would be swimming in it.

And yet Dash’s soft breast flesh continued to squeeze around his erection, making it even harder as it pushed its way out of its pouch. The tightness of Soarin’s suit only pushed him further, the confined space grinding against his heavy balls in a way that stimulated him past all reasonable control. Taking a final breath, Soarin’ glanced down - and saw Dash’s massive ass sticking out, rippling in time with the waves as she jerked him off for all she was worth.

Soarin’ moaned again, the pressure of Dash’s tits around his shaft almost too much to bear. When the pressure in his nuts finally reached a breaking point, he felt his whole body thrum, his muscles bulging reflexively as his whole sack retracted toward his crotch.

He would’ve cried out, but he’d bitten down on his lip so hard that it hurt. Instead, then, Soarin’ whimpered as overwhelming pleasure thrashed in his veins. A huge amount of cum came splurting out of his cup, rope after rope, gallon after gallon. His milky-white load mixed with the pool water, with gallons of his seed spreading across the pool lanes within seconds. Soarin’ grunted again and again, his hips jerking and stirring up eddies in the water as Rainbow’s magnificent tits milked him for every drop. More than one rope of his spunk splattered straight onto Rainbow’s face, folding gently over her body as the water caressed his crutch.

By the time he’d finished, Soarin’ would swear that the water level in the pool had risen by a good quarter-inch. A huge cloud of hot, creamy white surrounded him, his enormous balls heaving after spilling their load into the pool. Panting, Soarin’ realized that everypony was now surrounded by—swimming in, even—his masculinity. The thought was incredibly hot.

He then felt a gentle, almost tender touch pushing his erection back into its pouch. A still-twitching Soarin’ graciously accepted, grateful that his stallionhood was at least a bit more manageable after being taken care of. A heartbeat later, Rainbow popped out of the water, her head bursting from the surface as she gasped for air. Her boobs bounced magnificently, drops of water going everywhere as her whole body shook in the warm, cum-filled water.

She looked up at him and grinned, her chest heaving. “See?” Dash said, beaming. “I told you the pool would be fun.”

Chapter Six: Some Light Entertainment

It’d taken the two of them all of five minutes to flee the pool after Soarin’s rather explosive...release. Soarin’ especially hadn’t exactly been looking forward to any kind of trouble—he knew that pissing the pool wasn’t exactly a welcome act, but jizzing in the pool… Well, he got his fair share of dirty looks on the way out.

Rainbow lapped the attention up, of course. More than once on the way to the locker rooms, she’d given his ass a good slap, or his crotch a squeeze. It’d been a struggle for Soarin’ not to pop a chubby as he’d waddled back to change.

It almost a relief to get back into his clothes. Soarin’ loved the looks his body got, and somehow loved the looks that Dash was getting even more. Still, he’d been exposed enough for now, he decided, tugging his extra-wide pantleg up over his half-flaccid member.

“Where to now?” he’d asked Dash, walking out of the pool. “Back home?”

She’d waggled her eyebrows at him. “As if I don’t know exactly what you want to do at home.” She gave his ass another smack, and he yelped. “Still, s’a nice day out. Might as well do a little more while we’re here, right?”

He’d agreed. Fifteen minutes later, he’d found himself buying tickets at the Ponyville Cinema. There was a new movie—some summer blockbuster—and Rainbow had all but dragged him to the ticket line. Explosions and action scenes had always been her biggest turn-on.

It was a bit weird, though; the line wasn’t that long at all, and the theater itself seemed mostly empty. Soarin’ wrote it off as an out-of-date film—it’d been out for a good three months by that time—and it was too nice a day to waste inside. Still, the air conditioning was pleasant against his fur, and it was nice to not be sweating as they sat themselves down inside the theater. It was a tight fit for both of them—Dash’s thick, meaty ass pushed against the armrests, and Soarin’ alone was nearly twice the width of a regular stallion—but the seats were comfortable enough.

Reflexively, Soarin’ curled his arm around Rainbow’s shoulder. She glanced up at him, then smiled softly. A soft blush came to his cheeks as she curled her arms beneath her bust and snuggled into his side. There came a familiar tightening at his crotch at the contact, but he was thankful that it didn’t go any further.

Instead, he rubbed his thumb along Rainbow’s shoulderblades, moving the pressure in lazy, wide circles. His big arm was surprisingly light on her shoulder, and it curled around her protectively. With his arm too long just end end there, Soarin’ let his big hand rest just below Dash’s bust, his palm sinking into her soft, rounded titflesh. She smiled, then snuggled further into him, the top of her head squishing into the bottom of his wide, soft pecs. He bounced them a few times, then chuckled when she shot him a smirk in return.

Soon enough, the lights dimmed. Soarin’ twitched slightly when he felt Dash’s hand slide across his crotch, but soon relaxed. She was just cuddling, he told himself. It wasn’t anything to worry about.

And yet...something about the gentle weight of her hand on his package had an effect. For the most part, Soarin’ did his best to pay attention to the movie. He even made it around twenty minutes in—and then Dash began to stroke him.

It wasn’t anything major, not at first. No, it was just her fingers flexing and contracting, her soft fingertips sliding across his stuffed crotch. Soon enough, though, her palm was gently rubbing his bulge—and that kind of stimulation had an effect.

Soarin’ grunted under his breath. He shifted his weight, trying to ignore the stiffening at his crotch. Trying to be as gentle and apologetic as he could, he pushed Rainbow’s hand off of his groin. Within five seconds, it was back. This time, he picked her hand up and dropped it on her own lap. Within the blink of an eye, she’d begun massaging him again, and this time even more vigorously.

By the half-hour mark, Soarin’ was as hard as he’d ever been. His swelling erection was straining against his pants, the bulge down his side thicker than his actual leg. He swallowed, feeling his nutsack throb against the confines of his XXXL briefs. He tried to focus on the movie—something about a love story and a bunch of pegasi with swords—and found that his attention was fully focused around the point of contact with Rainbow’s hand.

Soarin’ nervously eyed the other patrons in the theater. It was dark enough that they were just shadowy, indistinct shapes; at least, he reflected, he was just about the same. Still, he was a large enough shadow that somepony might take notice, like the older-looking stallion two rows back, or the youngish mare sitting in the back row. He gulped then, put his hand on Rainbow’s.

“Dash,” he hissed. “You might want to stop that.”

She looked up at him with her head pressed against his side. It was too dark to tell, but he just knew that she was grinning. “Nah,” she murmured back. Soarin’ grunted as Dash’s arms encircled his swelling bulge, then moaned softly when she began to nuzzle his crotch.

“Dash,” he said, under his breath. “Please. You can’t—”

“Hey,” someone behind him hissed. “Keep it down!” Soarin’ stiffened, but shut his mouth.

Celestia help him, but he was starting to like it. Enjoy it, certainly—any hotblooded stallion would love the touch of a pretty mare to his crotch. But like it—feeling Dash touch him, fondle him, and with the ponies around them none the wiser.

He stifled a grunt. His cock lurched against his leg, and launched a huge splurt of precum out down his pants. Soarin’ arms twitched. He gritted his teeth, deciding to try and grin and bear it. But—for goodness’ sake, Rainbow Dash was making this torture. The steady massage of her practiced hands against his stallionhood was quickly driving him nuts.

It was driving his libido insane, too. Before long, his massive shaft was drooling steadily. His shoes had fast been covered by it, becoming absolutely drenched in his salty, musky pre. Soarin’ groaned softly and shifted in his chair; it creaked treacherously as he tried to spread his legs a little wider. He could feel his balls filling up, getting heavier by the second as every rub of Dash’s hands drove his arousal ever-higher.

By now, he was panting, doing his best to keep his arousal under control. It was fast becoming a hopeless task, though.

“Really,” he said, half groaning, half whispering. “We can do this later.”

He could hear Rainbow’s pout. “But I wanna see my big stud now,” she said. A beat later, he felt something large and soft against his crotch—specifically, a pair of large somethings. Dash had begun to massage his bulge with her tits, driving his erection to even larger sizes.

His cock throbbed, and his pecs flexed. Still groaning, Soarin’ felt something give in his shirt sleeve. His every muscle was twitching, flexing, contracting as he struggled to hold back the mounting flood. His shirt had ripped a bit around his sleeve, and his shirt was bulging obscenely behind the force of his pecs. The outline of his nipples, as erect as his cock, were clearly visible through the fabric. It might well tear too, at this rate.

Soarin’s head swayed faintly. He was starting to feel woozy. A river of his pre had long since drowned the floor in his scent; meanwhile, his huge nuts were beginning to press down in his pants, swelling fatter and heavier with cum as Dash massaged them. The fabric around his crotch was starting to tear, the sheer volume of his balls beginning to split the seams. He had no doubt that his speedo would have burst long ago. Only Rarity’s pure fashion skill kept his clothes together and untorn now.

By the one-hour mark, Soarin’ was whimpering. He would have run to the bathroom, even though his shoes and pants had long since been drenched in a flood of warm, sticky pre. And yet Dash kept him in place, the touch of her hand on his absolutely massive bulge pinning him in place as surely as glue. Each second, enough precum poured from his slit to match a normal stallion’s orgasm; seventy minutes in, Soarin’s engorged cock had pushed all the way down to his ankle, with both his shaft and balls nearly splitting the fabric.

A gasp of pleasure reached his ears. Soarin’ could barely see Dash grinding her chest against his massive bulge, her free hand stuck deep between her thighs. She was breathing heavily, rubbing against his crotch as she went to town on herself. Meanwhile, Soarin’s whole body was trembling. He could feel the load growing in his foal-sized nuts, an absolute ocean of spunk eager to be released.

“How’re you feelin’, stud?” Dash whispered. Soarin’ groaned, his muscles twitching as the pressure built up inside of him.

“Please,” he groaned.

“Please what?”

He just met her eyes helplessly. “Please,” he whispered. His hands were shaking. He was just about whimpering with need.

“Well, then.” Dash’s voice was full of satisfaction. “Y’should’ve just said so.” And she reached up to the top of his crotch.

Soarin’ kept twitching as Dash’s fingers teased his crotch; when she finally took hold of his zipper, all the tension went out of his shoulders. The feeling of even the warm, stuffy theater air was like heaven to his overstuffed, sweaty package. Soarin’ sighed, then inhaled a great lungful of his own musk. He had no doubt that Rainbow was doing the same.

She unzipped him all the way down to the knee. Rarity had certainly thought ahead. The second its way was clear, Soarin’s stallionhood sprang out, fully erect. He gasped a bit when he felt it bounce against his full, flexed chest. It poked up past his muzzle, and was thicker than it'd ever been before. It was hugely thick and fat, and easily blocked the screen from view. It was absolutely enormous, trembling and lurching with arousal; yet, somehow, Soarin’ couldn’t find it in himself to care whether the other movie-goers could see it. Somehow, all that mattered was his engorged boner—and Rainbow Dash.

She had her hands on his ballsack, her palms sinking a few inches into his overfilled nuts. Her fingers were curled around his base, though they were a far cry from being able to circle it completely. A river of pre was pouring down the side, drenching her in his lust.

“Looks like I’ve got a huge stud here,” Dash purred. “All pent-up, and all to myself. I wonder if I should help him?”

“Yes?” Soarin’ whimpered.

He could tell Dash was smirking. She didn’t answer. She didn’t need to. Instead, she just slid her hands up his slick shaft as she teased his mammoth member toward her.

One hand holding his shaft aside, Dash reached with her other hand to unzip her jacket. Soarin’s eyes widened when he realized that she hadn’t been wearing any shirt beneath it—not even a bra. Instead, her boobs instantly sprang free, her huge bust bouncing down to her stomach.

It was no small effort for Rainbow to pull Soarin’s massive erection down toward herself, but she was determined. Soarin’ groaned, his whole body tensing as he felt Rainbow’s big, pillowy bust folding around his organ. The rate of pre streaming down his cock redoubled, drenching their laps together.

Rainbow’s lips brushed across the top of his flare, and Soarin’ grunted. Slowly, Rainbow’s muzzle stretched open until she’d—somehow, impossibly—managed to fit the entirety of his absolutely massive flare inside. Then, she began to push down.

She took it all in, every last inch of girth. Soarin’ would have been shocked into silence if his overpowering arousal wasn’t already keeping him permanently tense and quivering. Dash kept on going, swallowing inch after inch of his incredible cock. A river of his precum was running down her throat, a fresh spurt splattering against the back of her throat every other inch. And still, Rainbow kept going.

She kneaded his balls as her magnificent tits squeezed around his shaft. Soarin’ saw her throat bulge outward as she swallowed more and more of his length. By now, he was moaning audibly—and almost as loud as the movie, to boot. He could hear Dash gulping down his steady stream of pre, could hear the wet schlick-schlick of her boobs around his member. The softness of her tits was overwhelming; he could feel his balls churning, swelling, spilling over the chair and draping down toward the floor as they filled up further with cum.

Soarin’s nostrils flared as Dash hit a sweet spot. “Oh, fuck,” he groaned. “Dash. I’m gonna—I’m gonna—”

Dash couldn’t say anything in response. Her face was too stuffed with Soarin’s massive cock to do anything but gulp down the quarts of precum already beginning to swell her belly outward. Instead, all she did was raise her hand about a half-foot into the air—and bring it down with a smack over Soarin’s overloaded nuts.

Soarin’ made to moan—then gasped. He wasn’t cumming. He wasn’t cumming. Wide-eyed, and rapidly paling, he glanced down to see Rainbow Dash with both arms hugging tight around the midpoint of his shaft. All of his precum production had stopped save for a few drops, a tiny stream leaking from the tip as his hips shuddered and twitched. A massive bulge was building up at the base of his shaft as his balls churned and groaned and roiled, upset at their sudden inability to release their seed.

“Please,” Soarin’ whimpered. He tried to push her off, but found he couldn’t move. He was locked into place, frozen by terror at his oncoming orgasm. “Please, Dash.”

Her smirk stretched all the way across her face. Her huge breasts were helping to squeeze his cock shut, too, and the extra pillowy stimulation didn’t help at all. “Please what?”

“Please,” Soarin’ gasped. The pressure was building; he felt like his cock—no, he was going to explode. His cock kept bulging up, even as his balls swelled bigger and bigger. There was so much cum—he needed release, needed it more than anything else. When he spoke next, his voice was raised higher than the movie itself, but he didn’t even care. “Please, let me cum!”

She gave his tip a squeeze—then let go.

Soarin’ didn’t moan so much as howl, his whole cock contracting with the incredible force of his orgasm. It lurched like a cannon, the recoil slamming his hips against his seat. Huge ropes of cum as thick as any other pony’s forearm fired from his cocktip to splatter against—and fill—the back of Rainbow Dash’s throat.

To her credit, Dash took it like a champ—to start. Even as she was struggling to gulp down a wad of cum thicker around then her whole throat, she kept kneading Soarin’s nuts. They were hugely, impossibly full, each one more than three feet across now, and more than ready to spill their load no matter what the destination was.

Rainbow Dash’s eyes were tearing up. Her cheeks bulged out ridiculously every time Soarin’s massive cock erupted inside of her mouth. She managed two—three—four blasts of his cum. By now, her belly was pushing outward with the volume of his load. From the depths of his haze, Soarin’ noticed a bit of creamy white dripping down from her nostrils.

That, it seemed, was the most Rainbow could handle.

She jerked back from Soarin’s bulging flare. Her wide-spread muzzle popped off with the force of a rocket, huge globs of cum going flying everywhere as Soarin’s stallionhood contracted for another go. Still caught between howling, panting, and groaning, Soarin’ kept right on cumming. His monstrous shaft kept on lurching and shuddering as it erupted with more and more jizz—and there was always more to come.

A tidal wave of spunk washed over the seats in front of them, drenching the ponies in the lower rows with his seed. That was before Soarin’s cock spasmed upward, and began to shoot load after load of hot, thick semen all over the movie screen. What had probably been a fairly steamy romance scene anyway was soon drowned beneath a flood of white, Soarin’s colossal orgasm drowning out the dialogue with eruptions alone.

His shaft lurched upward to shoot a huge glob of cum, two feet across, up into the air. Half of it splattered onto the ceiling—and the other half dropped down over them. Rainbow laughed, cackling madly as Soarin’s hot creamy spunk matted her mane and dripped over her cheeks and bust. She kept on rubbing Soarin’s shaft, kneading his fat nuts as they put out more than they’d ever put out before.

Another lurch of his shaft sent a flood of stallion cream splattering over the rest of the audience; another eruption splattered the back of the theater with a half-dozen gallons of Soarin’s hot seed. A particularly weighty rope of jizz smacked against the projector and sent it crashing to the ground, sparking and spinning uselessly as it slowly groaned to a halt. The movie flickered, halted—and the lights came on.

Soarin’ moaned uselessly. His broad chest heaved up and down, his lungs greedily sucking in every bit of air that he could gulp down. He felt like he’d run a mile—no, three. Just below his eyes, his monster of a cock gave one final lurch, splattering his chest with another salvo of cum, before shuddering and thumping against his pecs.

Soarin’ kept panting. The stars flashing against his vision were slowly going away. The lights in the theater came on; somewhere, as if through a sea of fog, he could hear a murmur of raised, angry voices. But he didn’t care. The afterglow had spread throughout his body right now, and he felt paralyzed, drowning in a sea of endorphins.

That was when he felt a soft, feminine hand slipping around his neck. Dash’s lips brushed against his ear as her fingers rubbed against his collarbone. Soarin’ shivered, his whole body stiffening.

“Y’like that, stud?” she murmured.

Soarin’ was unable to say a word. His softening shaft, though, did all the talking for him. It lurched a bit, splattering a final cupful of cum across Rainbow Dash’s face. The last thing that Soarin’ heard before he passed out was Dash’s soft laughter; the last thing that he felt were her lips, softly pressed against his.