Shameless in Ponyville

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.”