Shameless in Ponyville

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.