Shameless in Ponyville

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.