Magnum Opus

by AzureDreamer

Rating: mature
Tags: Fluttershy, Sex, Lightning Dust, DJ P0N-3, Anthro, Porn, My Little Pony: Friendship is Magic, Octavia, Fetish, Bon-Bon
Length: 12045

In which Octavia goes to a concert and predictably grows very large.

Octavia has built a reputation of being Ponyville's biggest prude. She doesn't like sex, to the point that even the very subject will send her into a rage. Anything vaguely promiscuous or arousing she tries very hard to avoid. Most ponies she knows just think she has a massive stick up her ass, Especially her roommate, Vinyl Scratch.

But Octavia has a secret. A very good reason why she avoids arousal; when she gets horny, she gets bigger. Hyper-voluptuous, hyper-endowed, and hyper-fertile. The hornier she gets, the bigger she gets, with no limit that she's aware of short of cumming. But even that doesn't help, because if even a drop of cum gets inside somepony else? They get horny. And then they get big, too.

For years, Octavia has held herself back. Kept herself from letting go. And now, thanks to some exhibitionist antics from her roommate before a big concert, all those pent up frustrations are about to come bubbling to the surface in a very big, very public way. And all of Equestria is gonna get dragged along for the ride.

WARNING! CONTAINS ANTHROS, GROWTH, EXPANSION, MACRO, HYPER, FUTA, AND PROBABLY A BUNCH OF OTHER WEIRD STUFF

Cover art by Jay Van Esbroek

Commissioned by Borealium

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Published 2015-12-01 02:40:01 UTC
Last updated 2016-03-13 01:04:20 UTC

Crescendo

Octavia Philharmonica Melody was many things. She was an artist. A well known artist. A musician. Her compositions were widely regarded as among the best, and her performances were legendary. She was wildly successful. And all that success meant she was wealthy, fabulously so. She lived in a palatial estate in the Trottingham countryside. Along with a penthouse apartment in the most expensive apartment complex in Manehattan, a slightly more modest penthouse apartment in Baltimare, a mansion in Old Canterlot, and her current lodgings; a modest cottage on the outskirts of Ponyville.

And she was going to murder her roommate.

"Vinyl," she said, her calm tone of voice only wavering with irritation slightly. "I am not going to ask you again. Unlock the door this instant." No response. Octavia took a deep, calming breath. "Vinyl Scratch, I know you're in there, and I know you stole the contents of my underwear drawer. Give it back, please. I have tickets to a concert, and if I am late because of this you will suffer."

"Caaaaan't hear ya' Tavs. Too busy having my naughty, naughty way with yer lingerie~"

"Vinyl!" All pretenses of composure were thrown out the window, and Octavia slammed her fists on the door. "I will rip off bits of you and shove them down your throat if you so much as consider doing lewd things with my underwear!"

"Tooooo late, Tavster. Mng, your panties smell great."

"I will fucking end you!"

"They'll smell even greater soaked in my pussy fluid, tho-"

"Vinyl Scratch, open this door this instant or I swear I will evict you!!!"

There was some shuffling inside the room, and then a click from the door as it opened, revealing a sheepish Vinyl Scratch. "Okay, okay, sheesh. Take a joke, Tavi." She hid behind the doorway, just barely concealing her modesty – it was very clear that she was completely naked. Her complexion was flushed, and her fur glistened with a sheen of moisture. "I, uh, wasn't actually doin' it with your panties. They're fine. Bras, too."

Octavia glared.

"I only do that with yer dirty laundry, not the clean stu-"

"Vinyl."

"Okay, okay, sheesh." She tossed a bundled up bra and panties at her roommate's face. "Way to be a buzzkill. Why are you such a fucking prude?"

Octavia Philharmonica Melody was many things. Rich, successful, musical, and the biggest prude in Ponyville. She had a reputation for it. No one in her hometown held as much silent disdain for the lewd as she did. "I swear t' Celestia, Octopus, Imma get that stick out from up yer ass if it kills me." She slammed the door in Octavia's face. "And I'm keepin' the rest! You ain't blue-ballin' me, I don't care how pissy you get."

Octavia opened her mouth to object, but already she could hear wet, squidgy noises coming from behind the once again locked door. "Yeah, y'hear that! Fuck you, I'm totally using your panties as a condom for a magnum dildo that I'm shoving up my cunt and there ain't shit you can do about it!"

Octavia blushed. "Oh, um..." Her cheeks flushed bright red as Vinyl moaned loudly, interspersed with angry ranting about how 'I'm gonna cum all over the rest of your undies, too, you bitch!' and 'I bet you're just jealous that my tits are so much bigger than yours!' And they were, by quite a lot. Octavia had always been petite, only five feet tall, with a modest chest and willowy build. Her small stature only stood out more next to Vinyl, six and a half feet tall with the body of a porn star (wide hips, narrow waist, huge tits).

Most ponies who knew them were baffled by the fact that they were even roommates, much less best friends – that Octavia could stand to be around someone so insistently (and delightfully) sexual, and that Vinyl could hold back her wild libido enough that Octavia wouldn't throw her out was a marvel. And, well, sometimes Octavia wondered. But Vinyl did have good points (like when it was cold out and she didn't wear a bra). And besides, the two had been roommates for years, since long before either one had become successful. At this point their friendship was held together by sheer inertia. And Vinyl's rack. Holy shit, that rack. Unf. All natural, perfect, and bigger than her head. God, Octavia wanted to just shove her face into that glorious cleavage and enjoy herself. Just give 'em a good hard fucking. Just the thought of the thorough ravaging she was going to give them made her so fucking wet and-

Octavia violently yanked her hands away from her body. She stood in place, panting heavily as she resisted the urge to lick some errant fluids from the hand that had been below the belt. She closed her eyes tightly. "No. I am remaining firmly in control. My libido will not get out of hand."

Slowly, she lowered her hands to her sides, breathing deeply. In and out, slowly, rhythmically. Calmly.

The waistband of her pyjama pants was digging into her side.

"... I need a cold shower."

It had taken far longer than Octavia would have liked to get ready. Between Vinyl stealing her underwear to use as a – she shuddered – sex toy, and the resulting cold shower that had nothing to do with arousal shut up, she had arrived only a few minutes early instead of an hour. Fiddlesticks was... well, a relation, if not a particularly close one, and she had hoped to have some time to catch up before the concert beyond a quick "hello."

But a quick hello would have to do. "So, so sorry I'm late."

"Shucks, t'ain't nothin' worth bothering about, sugarcube!" Fiddlesticks grinned widely. "I'm just glad y'all could make it to my proper fancy-like musical stuff debut!"

"It's certainly an interesting decision." Fiddlesticks stuck out like a sore thumb among the rest of her ensemble. All of them were fairly respected musicians, but they were an... eclectic mix. High Note was an accomplished jazz pianist. Contrabasso was, like Octavia, more of a chamber musician – the most experienced in the type of music they would be playing tonight. And Treble Clef was... experimental, but a competent violist.

As for Fiddlesticks herself, she had years of experience as a country musician. Octavia was interested in hearing what this odd mixture of talents would bring to the proverbial musical table. "Well, don't let me keep you busy. Wouldn't want to delay the performance because of me."

"Yep! And remember, if I don't see y'all front 'n centre, I'm gonna be mighty pissed." She grinned warmly. "Far as I'm concerned, y'all're the guest of honour here!"

"Yes, yes, don't worry, I'll be in the best seat in the house." Not the front centre seat, but slightly back. Close enough without being too close. The third row, Octavia found, had the best acoustic position in this specific concert hall. It was like the sound washed over you in a tidal wave of music. That feeling, far more than Vinyl's crude flaunting of her body, was really sexy. Almost as sexy as the slight wiggle of Fiddlesticks's tight, well muscled bottom as she sauntered away to the stage. It was a shame that she didn't wear a proper suit more often, preferring baggy overalls that concealed her luscious figure. Like Octavia, but more, and with an athletic tone from years of physical labour as a farmer. And her bandmates were hardly slouches. Contrabasso was tall – almost seven feet – and her bust was at least as impressive as Vinyl's. Her whole, ample body strained against the sheer black dress she wore. High Note was more Octavia's height, but her breasts. They were magnificent! Easily almost as large as Princess Celestia herself's — not an easy feat. Treble Clef almost faded completely into the background in comparison, but his feminine build held its own charm. Octavia wouldn't mind giving his generous ass a good, solid, squeeze.

She frowned, biting her lip and wrenching her eyes away from Fiddlesticks's lower body. "Dammit, Vinyl..." she muttered. Clearly the cold shower hadn't been enough. She awkwardly rubbed at her shoulder, where the straps of her own dress had started to dig in painfully. "Ugh, that's bad. I like this dress, dammit." She forced her head to the left and walked, quietly shuffling her way to her seat. Her ample thighs rubbed together, creating a delicious friction that made her bite her lip even harder. She ran a finger under her bowtie as she sat down. "Geeze, it's hot in here," she muttered, casually placing her purse on her lap to cover up the small dark stain that had developed in the crease of her legs. Her dress was a dark purple and the lights had dimmed, but still. Never could be too careful, especially since the seats to either side of her had already been taken while she was distracted with her arousal.

To her right was Lyra Heartstrings – Octavia had collaborated with her several times in the past, and they were on good terms – and to her right was her marefriend, who Octavia was less familiar with. She knew she was named Bonbon, and that was about it. Cute little thing, small and flat chested, but she had a decent pair of hips on her. Lyra herself was tall and elegant, which was a nice way of saying she was kind of scrawny. Neither mare would be particularly distracting for her, and Lyra would be far too busy ogling her own marefriend to look at Octavia, so she was safe on that end. Lyra noticed Octavia's unsubtle gaze, and smiled. "Oh, hey! 'sup, Octavia?"

"Oh, nothing aside from the obvious." The conversation, if it could be called that, ended there with a friendly grin from Lyra before she turned her attention back to her marefriend. Octavia let out a sigh of relief. That was one side of her she didn't have to worry about. Ideally, the pony to her right would also be someone she knew – and, more importantly, someone she knew wouldn't arouse her or notice the lingering effects of her earlier arousal. She turned to her left-

And was greeted by a face-full of boob, encased in an evening gown, several sizes too small for the enormous mare wearing it. Nipples were clearly outlined against the tight fabric, straining to contain her ample cleavage. Made all the more ample by a neckline that plunged almost all the way to her crotch, revealing a tight midriff.

"THIS SEAT IS FAR TOO SMALL FOR OUR AMPLE REAR, SISTER."

"There's still a chance for us to move to the Royal box."

"NONSENSE! 'TWOULD BE THE HEIGHT OF ARROGANCE TO PLACE OURSELVES ABOVE OUR SUBJECTS. DOUBLY SO TO DO SO FROM THE MIDST OF THEIR PRESENCE!"

"Volume, Luna. The performance will be starting any moment now."

Octavia's face fell in time to the sullen grunt from Princess Luna.

"And this dress you picked out for us is far too small."

Celestia sighed, her own cream coloured gown significantly more modest than her sister's, in spite of her significantly less modest proportions. "You wanted to attend this concert, sister. This was the best formal wear I could find on short notice."

"We still don't understand why our own formal wear was unacceptable," Luna muttered sullenly, crossing her arms underneath her head sized breasts, pushing them upwards and outwards. There was a creaking noise.

Celestia lightly rubbed the top of her snout. "I believe I've told you this before, sister, but nipple pasties and a thong stopped being acceptable formal wear nine hundred and eighty four years ago."

"Then clearly," Luna said, pouting, "a comeback is well overdue."

"Oh god." Octavia blushed, trying unsuccessfully to force the mental image of Princess Luna in nipple pasties and a thong out of her mind. Her eight foot tall form, second only in beauty to her sister, commanding even more attention than it already did.

"Exactly! We are goddesses, and yet we hide our divinity behind flimsy fabric! We should be baring all but our most intimate parts, so that our subjects may bask in our glory! Not... hiding them behind a veneer of false modesty! Let the jealous cows of the Canterlot elite hide their inadequacies behind clothing," she spat the word out like it was poison. "I'm sexy and I want to be able to show that off to the world, dammit! Ah, well, at least some ponies still remain untainted by the unseemly prudishness that seems epidemic in this era." She smiled, turning her gaze slightly downwards to better look at Octavia. "And everypony is so much smaller, as well! Why, this mare here is the only one attending taller than six feet." Her gaze travelled up and down Octavia's form, blatantly undressing her with her eyes. "Still on the short side, of course, but would make a much finer bedmate than most."

Octavia suppressed a groan.

"Sister."

Luna pouted, but obeyed Celestia's unspoken command, once again crossing her arms and sulking. The taller (much taller, so much taller, ten feet tall, so big and sexy, want to fuck her so goddamn bad-) mare leaned over. "So sorry. My sister still isn't quite used to modern society. Sometimes she forgets what is and isn’t appropriate public conduct." A mischievous grin. "She shall have to be," she licked her lips, "disciplined once we return to the castle."

"Mmmm, we eagerly anticipate being educated, sister," Luna purred.

Octavia was hunched over slightly, her breathing erratic. Her dress dug into her soft flesh uncomfortably, and she focused on that feeling. That decidedly unsexy, unarousing feeling. And not the burning heat in her loins, or the fact that Luna's hand had unsubtly drifted its way into Celestia's lap, drawing a breathy cooing noise from the larger princess, or the mental image of Luna's impending discipline, the two enormous ponies, so big, so big, pressing their bodies against each other, sexual heat radiating from them, so hot, so big big bigger bigger biGGER BI-

"Hey, Octavia, you doing okay? You don't look so good."

Octavia snapped upright, back straight, and turned to look the smaller mare in the eyes. "Oh, uh-"

"She's just horny."

"Bonbon!"

Octavia could feel her eyes shrinking to pinpoints in sheer horror.

Bonbon shrugged nonchalantly. "Well, I mean, she clearly is. She's hunched over, she's breathing weird, she's blushing like crazy, and look, she's got her purse right over her cunt. Prolly 'cos she's leakin' like crazy." Lyra stared, slack-jawed. "Truuuuuust me, hon, I can tell these things. 's an Earth Pony thing. And anyway, look at what she's sitting beside. They're practically incesting right here in public."

"Uh-"

"Kinda hot," she said, smirking. "Gives me some ideas~"

"Bonbon!" Lyra squeaked, blushing heavily.

"I've got Fisty McGee in my purse~"

"What why the hell do you have a dildo in your purse?!" Lyra harshly whispered. "How the fuck did you even fit that thing in your purse it's like three feet long!"

"Magic. Duh. Oh, I've got my leather collar in there, too!"

"We're in public!"

Bonbon grinned, licking her lips predatorially. "That just makes it better."

"Bonbon, no!"

"Bonbon yes!"

Octavia was suddenly very glad she didn't know Bonbon very well. She suppressed another groan, pressing her purse firmly into her crotch.

Something big and hard pressed back.

Octavia's eyes widened in panic. If Little Tavi had come out to play, that meant she was much closer to the point of no return than she had thought she was. She adjusted her purse, drawing the idle attention of her neighbours, and rummaged around inside, trying very hard to ignore the growing bulge it inadequately concealed. Desperate for any kind of distraction from her growing arousal, her growing cock, her growing everythingggggggggg, she pulled out her cell phone.

“Nggggg,” she moaned, deep and throaty and as quietly as she could – which, admittedly, was not very quiet at all. But hopefully her neighbours were distracted enough by their own sexual antics to notice her little problem. Not so little. Big. Very big. Bigger. Growing bigger, so big, huge, enormous, gigantic, big big bigger bigger-

She had new texts. She fiddled with her phone, larger fingers making things awkward and difficult, but she eventually managed to access them. They were from Vinyl.

“ey bb srry 4 erlier”

“didn't mean 2 make thigns awkward n shit”

Octavia sighed. An apology from her roommate would make a suitable distraction.

“just rly drunk, thought itd b funny”

Yes, that was Vinyl's sense of humour when drunk summed up nicely. Steal Octavia's panties, use them as a sex toy. One of her hands idly worked its way south.

“n horny 2. super drunk and super horny. aint had a good fuck in like a month.”

“doesnt help that my roomate is a huge fukkn tease”

“cough cough”

There was a loud ripping noise, accompanied by a deep grunt from Octavia.

“lookit this”

“this is what u did 2 me tavs”

“ur fault”

This was the worst decision she could make in this situation. The smart thing to do would be to close her phone, and politely excuse herself. Have a quick wank in the bathroom. If she could just cum, somewhere private and safe, everything would be fine. Her reputation would remain intact and she wouldn't risk anyone being exposed. Her condition spreading. And spreading and spreading and spreading cumming so much everyone getting covered in cum so much cum gotta cum gotta get bigger gotta make everyone bigger gotta fuckkkkkkk.

Without even thinking, Octavia scrolled down to the next message, her free hand tightly grasping her swelling shaft.

There she was, in all her glory. Octavia had caught glimpses before, bits and pieces that naturally resulted from Vinyl's exhibitionist nature, but she'd never actually seen her roomate naked. Completely. Utterly. Naked. The picture was taken from an angle that by all rights should have been impossible to take a selfie from – were Vinyl not a unicorn, the telltale glow of magic revealing how her phone could take a full head-on shot of her glorious form. Her hands were left free to pleasure herself – one of them hefting one of her enormous tits up to her mouth for her to suck on, the other spreading her glistening lower lips wide.

“What the fuck is that smell?”

Octavia turned to her right mindlessly, her hands more focused on tending to the still growing tent in her slowly tearing dress. Dimly, her glazed-over eyes registered Bonbon, on her knees in front of her marefriend. She no longer had her dress on, or any clothing at all, save for a black leather collar, studded with silver spikes in the shape of the words “cum dumpster.” A trail of slick, silvery juices trailed from her snout to a space in-between Lyra's spread legs, which she was forcefully holding apart. “Bonbon, don't stop, I'm so clooooooooose,” Lyra moaned.

“No, seriously, do you smell that? It smells... like our bedroom after our Tuesday three-way, but, like, times a billion.” She inhaled deeply, and let out a deep moan. “Fuck, I could cum a billion times just from that smell. What the fuck-” She turned, and stopped, and stared.

And then she tilted her head up.

And up.

And up.

Octavia was enormous, easily towering over even Princess Celestia herself. Her dress was completely gone, all that remained of it some stray shards hanging off her fifteen foot form, and her six foot long tree trunk of a cock. Thick and veiny, jet black at the bottom fading into a pale shade of beige at the top, oozing thick translucent fluids. Her balls, each one more than a match for her boulder-sized tits, churned audibly with cum.

And she was staring at Bonbon, eyes dull with arousal. She opened her mouth as if to speak, but all that came out was a low, rumbling groan that sent shivers down Bonbon's spine.

“Holy shit,” she whispered. She licked her lips, one hand drifting to her already moist cunt, the other slowly reaching out to Octavia's swolen nuts. Gently, she touched it, immediately eliciting a deep, throaty, “FUCK” from the giantess, accompanied by another foot of growth.

“Gnnnnn, stoppit,” she muttered. “So fuckin' sensitive, feel like I'm gonna cum any second.”

“Oh,” Bonbon muttered huskily. “Well, we can't be having that, now, can we?” She licked her lips, staring hungrily at Octavia's meat. “I mean, I haven't even had a taste of your pre yet. No, you aren't gonna cum until I've enjoyed myself. Thoroughly.” She slowly rose, taking one step, and then another.

Somewhere, deep in the back of her mind, panic set in. This was bad. She couldn't let this happen. She couldn't let herself cum. She had to get out now.

Horror slowly set in as she realized she couldn't. Her ass had grown so big that she was stuck in her chair. She struggled weakly, but her body was too addled with arousal to muster the strength needed to escape. A wicked, lustful grin spread across Bonbon's face. “Trying to run away, are we? Oh, no, you aren't going anywhere until I say you can, slut.” Another shaky step forward, one hand still buried in her wet folds, busily working away, the other tweaking an erect nipple and gently cupping her small breasts as best as it was capable of. “You think I'm just gonna let a cock bigger'n I am get away? No, not happening. Not until I've had my fun. I want to feel it against my body, hard and thick and big and harder and thicker and bigger and BIGGER until it can't take it anymore and cums all over the place. All over me.” She lifted a leg to stand on Octavia's beanbag-sized sack, slowly climbing her way up. “I wanna feel every individual fucking sperm in those cumsacks of yours, whore,” she growled, before hefting herself upward and straddling the monolith before her. “Flowing up and out and everywhere. Gallons and gallons and gallons of cum and it's all fuckin' mine.” It took all of Octavia's willpower to hold back from orgasming right then and there.

Which, she quickly realized as a sharp pain shot through her balls, was not actually a very good idea on her part. Her testicles surged in size, doubling and then doubling again, emitting loud gurgling noises. Dimly, she was aware of a clamour throughout the theatre as people noticed her growth. The band, barely a few seconds into their first piece, was staring in shocked silence except for Fiddlesticks, who merely rolled her eyes and smirked. “Shoulda said something,” she muttered. “Oh well. Don't worry, guys, just sit back and enjoy the ride.”

Her lust-addled mind vaguely registered a pressure on her right testicle. Lyra had wrapped herself around it, licking and kissing and grinding against it, still desperate for the release she had been so close to before Bonbon had found more interesting prey. Her left testicle wasn't left out for long – it had encroached enough into Celestia and Luna's space that they had little choice other than to join the fleeing audience or else take up residence on it. And the overpowering musk of Octavia's member, the sheer wall of raw sexual smell, had left the two far too aroused to object to having to move their suddenly much more explicit public display of sisterly affection onto the dark grey mass.

Octavia groaned, low and long and loud, as she began to grow once more. Sixteen feet became seventeen became eighteen became more and more and more, bigger and bigger and bigger. There was a dull creaking noise, and then a sharp crack as the armrests of her seat snapped off due to her expanding rear, followed by a crunch as the rest of the seat was crushed by her twenty-five foot frame. Twenty-five feet and growing, fast. And right in the middle of it, clinging to a cock more than twice her size, was Bonbon, utterly lost to depraved joy. She had her body wrapped around the pillar of flesh in a lewd embrace, squeezing and humping and grinding and licking at the copious flow of precum that flowed down Octavia's member in a salty river. Hot surges of arousal flowed through her body as the musky fluid soaked into her fur. And, once it became too large for her to fully embrace, she climbed further up and up the monolithic cock until she was straddling the flat head.

“C'mon, bitch. Cum for me. Cum all over me. I wanna get fuckin' saturated. I wanna be so thoroughly coated in cum that I could shower and shower and shower and shower and still reek of your scent for the next year. Two years. Fuck it, forever. Any given moment from now until the day I die, I wanna be able to give myself a good sniff and get myself a nosefull of your musk. To smell tonight. The night that I took a cock the size of a fucking building and made it mine. All mine. My fucking property.”

Octavia groaned, and surged another few feet. Her titanic testicles gurgled deeply and loudly, pulsing bigger and bigger and bigger even faster than the rest of her as she desperately held back her orgasm. More and more, bigger and bigger, more and more productive. The more she held back, the more there was to hold back.

“Come on, just give in. 's more fun that way.” Bonbon grinned lewdly, giving the landscape that was Octavia's cock a gentle nibble. “All you're doing is making the inevitable fun even more. And it's not like it matters, because I can feel it happening.” Octavia dimly registered the leather collar digging into Bonbon's throat much more than it had been previously. She licked her lips. “Guess even your pre's potent enough to get things going, huh? Just imagine what your cum's gonna do to me. You've got a gift, pet. A gift that you've fucking squandered. So come on and cum. Spread the love to ponies who'll appreciate it. Like me. Make me big. Make me fucking enormous. Make me HUUUUUUUUUUUUUUGE!” Her moan was accompanied by a surge of slow but inexorable growth, inch after inch after agonizing inch. Her breasts and hips and ass all very slightly outpaced the rest of her, just enough for her to be noticeably more womanly. “Mnggggggg, c'mon, don't tell me I'm gonna have to wait for my cock to grow in and give your urethra a good fucking before you'll cu- cu- cuuuuaaaaaaaaaaFUCK!” There was a wet, squelching noise as flesh moved and surged and rearranged itself into a sizable member, glistening with moisture – dark indigo blue at the base, mottling to a dark fuchsia at the head. She grinned weakly, tongue lolling out of her mouth slightly. “Heh. Speak'a the fuckin' devil and he shall appear.” She gently grasped its base, giggling slightly as her fingers just barely managed to circle it. “I'm gonna fuckin' enjoy you.”

Her grip tightened and she began to stroke, slowly and rhythmically. Her free hand gave her hefty new cream-furred ballsack a squeeze, eliciting a deep groan and another inch of cock. “Yessssss, keep growing, baby. Get nice and big for mommy. Don't worry, I'll make sure the big slut here feeds you lots and lots of delicious cum so you can grow big and strong. She can't hold back forever.”

Octavia grunted. She could damn well try. The foot of growth that resulted from her redoubled resistance only slightly dampened her resolve. Things had gone too far out of control already. She would not allow it to spiral further into chaos.

“C'mon, Tavi, you know she's got a point.” Octavia dimly registered Fiddlesticks, her top unbuttoned, and her jacket and pants completely discarded, sitting on one of her breasts. “Y'all keep holdin' back, 's just gonna get worse 'n worse 'n worse. Remember Granny Sforzando's eightieth? Do y'all really wanna have that happen to you?” Octavia groaned in response, surging another five feet. Fiddlesticks sighed, and shrugged off her blouse. “Y'all're already waaaaay past the point'a no return, sugarcube. Right now either y'all keep on tryin' to hold back 'til you fail 'n flood the whole concert hall. Or,” she purred, licking her lips and getting a good grip on an erect nipple almost as big as she was, “y'all can just let yerself have some fun for a change.”

Octavia bit her lip. As much as she hated to admit it, Fiddlesticks had a point. But she couldn't just give up. She was Octavia Philharmonica Melody, god dammit. She'd had this... this curse ever since puberty and had let her iron willpower slip exactly once before, ever, and that had been before she even knew she'd inherited Granny Sforzando's little problem. She firmly believed she could get her arousal under control because she had never before let it get out of control.

Which, she suddenly realized, was probably not the most healthy way she could have handled it. For almost twenty years she had kept herself in check. Twenty years of pent up arousal and frustration and cum, constantly bashing itself against the stony walls of her resolve, building and building, more and more and more until she couldn't possibly hold it all back. Perhaps if she'd found some way to keep herself under control while still allowing for the occasional release, Vinyl's earlier behaviour wouldn't have caused a problem on quite this grand of a scale. But still, this epiphany could have waited until she wasn't in the middle of a crowded auditorium full of ponies. Maybe she could at least push it back until she got somewhere more private, and-

There was a deep rumbling, gurgling noise. It came from the direction of her crotch, long and low and getting louder.

And then she began to grow. Not the slow, almost imperceptible growth of her building arousal, nor the uneven surges of her consciously holding back. It was a steady, inexorable buildup of twenty years of sexual frustration finally finding a crack in the dam.

“Oh.”

Octavia's hands were already on her cock. She hadn't even registered the moment when they’d begun pumping the tower of black flesh, coaxing her ultimate release from it.

“Sorry, Fiddlesticks. It, uh, looks like I took too long to decide.”

A deep, primal warmth built up in her gut as the pace of her growth picked up. This was her, unleashed. Free from her prior restraint whether she liked it or not. Her now prone form – she couldn't fit in the concert hall otherwise – stretched from the very back of the hall all the way to the back of the stage.

The warmth built and built and built and then exploded. Octavia's vision went white and her mind went blank, overwhelmed by the sheer sensory overload. She vaguely registered her surroundings; cum splattering with explosive force against the rear of the hall before surging forward in an inexorable tide of spunk. Her spunk, more and more and more flooding the room. Coating everything and everypony, there was so fucking much of it. And then more. Gallons and gallons, and even then that felt like an inadequate descriptor, even from deep within the haze of the most mind-blowing orgasm Octavia had ever experienced.

Time seemed to stretch on and on into infinity. Octavia had no idea how long it took for her to come down, because by the time she came to her senses she was already quickly approaching her normal size. Completely naked, of course, that was unsurprising. There was no way her clothing could have survived – much to her irritation. That was a new dress, and it had been an original design by Rarity specifically for her. That kind of thing didn't come cheap, and anyway she had rather liked it and didn't relish having to shell out more bits for a replacement.

And she was coated in a thick layer of her own spunk. She carefully wiped away as much of what had gathered around her face as she could, being careful not to get any into her mouth and start the whole damn thing over again.

“Fuck,” she muttered, glancing around. She was thoroughly unsurprised to see a hunched over figure, at least seven feet tall if not bigger, too coated in cum to be recognizable were it not for the familiar tone of its moans as she began to grow. Of course Bonbon would be the first, she had been at ground zero.

Octavia grimaced. The first order of business, she decided, was to get very far away from the concert hall, and the second was to get herself cleaned off before the musk of her semen got her worked up again.

Third, she mused as she darted her way to the exit, would be coming up with some way to explain her lack of clothing to Vinyl when she got back.

She decidedly did not relish that task.

Author's Note

First half of my first ever commission! Expect the second half within the next few weeks.

Bonbon was honestly a bit of a surprise, but a more than welcome one. Trust me, things are only gonna get more insane from here.

Fortissimo

There was a distressingly large amount of ground to cover between the concert and Octavia's home. It hadn't been a problem on the way to the concert, but she had been wearing clothing at that point. She was decidedly not wearing clothing on the way back, which left her with a dilemma. She could cut through the Everfree, which would leave her safe from further embarrassment and potentially be quicker. But the Everfree Forest wasn't exactly the safest place for a naked pony to wander through alone at night, and there was a high probability of losing her way. Of course, on the other hoof, sticking to the main roads would carry a much higher risk of encountering somepony else – and, while she doubted that anything could happen that could top the debacle at the concert, Octavia decided that she would rather limit the number of ponies who could potentially see her naked. Not that she had time to debate the best course of action. The moans and groans coming from the concert hall had spurred her to make a choice, and she chose the one that let her retain a bare minimum amount of dignity.

Besides, she mused. If she'd stuck to the main roads she wouldn't have come across this peaceful lake in which to wash some of the scent of her sexual fluids from her fur. There was always a chance that Vinyl would still be awake when she got home, and Octavia hoped to limit the potential awkward questions to her nudity. Also the scent was starting to make her feel tingly, which was a very bad sign. Octavia smiled, and moved towards the lake. Finally, something was going right for her tonight.

“Oh! Um. You should probably consider maybe not doing that?”

Fuck.

Octavia covered as much of herself as she could manage, blushing furiously as she turned around to face whatever pony was crazy enough to be out in the Everfree Forest in the middle of the fucking night. Which, somewhat unsurprisingly, turned out to be Fluttershy. It would have been one of those six. Octavia had never really interacted with any of them – aside from that one embarrassing incident at the Grand Galloping Gala several years prior that she pretended had never happened, and the occasional dress designed for her by Rarity – but anyone who had lived in Ponyville long enough came to know that whenever the question “what kind of crazy pony would do that?” came up, the answer was inevitably one of those six.

“That's, um. Not a pool. It's a Sarracenia Giganteas.”

“A what?” Octavia wasn't particularly in the mood.

“Sarracenia Giganteas. Um, commonly known as a deathbottle. It's, um, a giant carnivorous plant. Pretends to be a lake or pool, lures animals into drinking from or bathing in it, then… Um. Snaps shut.” Fluttershy awkwardly averted her gaze, twiddling her thumbs. “Typically eats larger prey, like Manticores, but that's still acid, not water, and it's perfectly happy eating a pony. So, um. Not really a good idea to, um. To skinny dip in there. Sorry.” She winced, wrapping her wings around herself like a shield.

“Oh.”

“Sorry.”

Octavia sighed. “You really don't have to apologize.”

“Sorry,” Fluttershy squeaked, wincing visibly.

“Look, I- Do you have a towel or something I could use to cover up a bit?”

“Oh.” Fluttershy shrugged a pack off of her shoulders, rummaging through it. “Is, um. Is there any particular reason you're taking a bath in the Everfree Forest? Without any clothing or towel or anything? If you don't mind me asking? Sorry.”

“It's a long story. I'd rather not go into it.” Fluttershy thrust a large pink towel out, remaining at the edge of the clearing, hiding behind her long, pink mane. Octavia rolled her eyes, walked over, and gingerly took the towel, quickly wrapping it around herself. “There, you can look now.”

Fluttershy continued to hide behind her mane. “Um.” She coughed, wrinkling her nose. “It, um-”

“Yes. It does have to do with that. Please don't say it.”

“oh” Fluttershy barely squeaked. “If. If you'd like, I could, um. I could help you find your way to a place to, um. To wash yourself. That isn't a deathbottle. Or a giant deathbottle. Or cursed. Or enchanted. Or, um. Otherwise, you know. Unbatheable. If that's alright with you, that is.”

Octavia blushed. “Uh, yeah, okay. And maybe help me find my way home? I don't want to stumble into anything else that might kill me horribly.”

Fluttershy didn't respond, turning and gesturing for Octavia to follow. She led her along a winding, rambling path through the forest, hunched over upon herself in a futile attempt to seem smaller than she was. As it was, she was still at least a good foot taller than Octavia – standing straight, she would almost certainly not even come up to her armpits. Looking at her up close, Octavia could somewhat understand her brief modelling career. She was sort of awkward and lanky, but there was a kind of elegance and grace to her movements. Like she was incredibly uncomfortable living in a body so tall, but at the same time she was very good at it. In spite of her awkward cringing, her movements were fluid. And quick – Octavia almost had to run to keep up with her, if only by sheer virtue of her enormous stride.

“So, um, what exactly brings you here?” Octavia asked, in an attempt to break the awkward silence.

“Oh, I like going for walks in the forest when I can't sleep. It's, um… Actually quite relaxing. If, um. If you know where you're going. And what's dangerous.” Her wings twitched slightly. “Of course, um... Nopony knows everything that lives in the Everfree. So, um... So even if you know your way around, you're never one hundred percent safe.” She quivered, and Octavia decided that it would maybe be a better idea to just sort of tune her out for now. “And, um... Sometimes I like to take baths in the, um... In the Everfree River. It's-”

Octavia didn't really want to know what it was. “Is that why you had a towel with you?”

“Oh, you should never go into the Everfree without at least three towels.”

“I'm not even going to ask why.”

“Oh. Um, here we are.”

The Everfree River was one of the greater Ponyville area's most distinctive landmarks. Stemming from glacial headwaters in the Canter Mountains, it travelled several thousand miles through the Everfree Valley, into the forest, all the way to Baltimare and into the ocean. It was, minus the large stretch in and around the Everfree Forest, one of the most important transportation arteries in the country, even with the large detour to avoid going through the forest itself. It was wide and long, and its waters were crystal clear and inviting, although Octavia was dubious – there were stories that told of unusual properties that the water took on from the strange, unpredictable magics of the Everfree Forest.

“It's safe, right?”

“Oh, yes. At worst you might encounter a stray river serpent.” Octavia raised an eyebrow, and Fluttershy made a vague attempt at a calming gesture. “They're harmless! So long as you don't actively go out of your way to be hostile to them, they'll leave you alone, don't worry.”

Octavia narrowed her eyes. “... right. And the water isn't going to, I don't know, poison me or turn me into a fish or something?”

“No, that's just a rumour.” Fluttershy turned around as Octavia shed her towel. “There's some magic in the water, but nothing active. I bathe in it all the time, if that sets your mind at ease.” The dubious silence Fluttershy received as a response told her that no, it didn't. “Well, um. I don't know the details as to what exactly is going on with the water – you'd have to ask Twilight, or someone else more, um. Magical? But it doesn't do anything to you if you bathe in it. Just makes the water feel different. Warm and sort of thick? It's, um, it's like taking a bath in tomato soup. I guess. Only, um, it doesn't leave you smelling like tomatoes.” She shrugged. “It's better than nothing?”

Octavia sighed. As much as she didn't trust one of those six to give an accurate assessment of whether or not it was safe to bathe in the Everfree River right in the heart of the Everfree Forest, there was one thing Fluttershy was right about; bathing in the heart of the Everfree Forest was her only option right now. And at least the river wasn't likely to turn out to be a giant carnivorous plant. “Fine.”

She slowly waded into the river. Like Fluttershy had said, it felt warm and thick. Nothing like the crystal clear appearance of the river would have led her to believe. More like wading into some kind of gel than water. It was warm, and smelled sweet – Fluttershy's tomato soup comparison wasn't entirely inaccurate. It felt good, warm and tingly and luxurious and-

Octavia blinked. “Fluttershy,” she said, slowly, as the tingling warmth spread through her, filling her up and pushing at the edges of her body more and more and more. “The water wouldn't happen to be some kind of magical aphrodisiac, would it?”

“Oh! Um, sometimes? It depends on a lot of factors, but sometimes-”

“Right! I think I'm clean enough, let's get going back home right now, shall we?” Octavia strode forth, firmly and purposefully getting the fuck out of the river. The water clung to her still naked body, her fur shimmering in what little moonlight managed to filter into the forest through the trees. But at least the tingling was gone – apparently just leaving the river was all it took to turn it back into just normal water. She strode purposefully past the suddenly not quite so tall Fluttershy to where she had left her towel, stooping down to scoop it up and drape it over herself without actually stopping her forward momentum – out of this damned forest.

“That's, um, back the way we came.”

“Right! I knew that!”

Octavia stood, dripping wet and cold and miserable, in the middle of a forest in the middle of the night – which, to look on the bright side, at least went a long way towards counteracting any lingering arousal.

“So...”

“Just... just point me in the right direction.”

It was at least an hour before Octavia got home, cold and miserable and probably sick, an anxious Fluttershy in tow. “Urgh.” She groaned, shivering as she made the final trek up the short garden path leading to the front door of her cottage. “I just want this fucking night to be over with.” She fiddled with the door – “- goddamn it it's locked why did you pick tonight of all fucking nights to actually behave like a responsible homeowner Vinyl I am going to murder you -” – before groaning again and, grumbling all the while, bending over to search for the spare key. “Fucker's here somewhere...”

There was a loud FWOOMP noise, followed by frantic scrabbling sounds.

“Oh! Um. I, um. Sorry. Sorry!”

Octavia sighed, long and low and irritated.

“It's, um. Just that your towel isn't, um, well I guess it's my towel but it isn't really quite, you know, um, long enough? And your tail's sort of pushed it out of the way anyway and the way you're standing right now is... um... oh. My.” There was the sound of fidgeting. “You have a very nice butt?”

Octavia didn't need to turn around to know Fluttershy followed that comment by attempting to hide behind her hair again. She just grunted with irritation and picked up a small ceramic mouse. “I'm standing up now. You can look again without getting an eyeful.” She turned the mouse over and slid open a compartment in the bottom, revealing the spare key. “Fucking-” she fiddled with the doorknob until, after far too long for her tastes, she finally managed to get the damned thing open. She carefully replaced the key in the ceramic mouse before setting it back where she found it – taking extreme care to do so in a way that didn't give Fluttershy another eyeful. “This is where we part ways, I suppose.”

“Oh, um,” Fluttershy twiddled her thumbs, awkwardly averting her gaze. Her wings were still stretched rigidly to their full length behind her. “Actually, I, um. Feel like it wouldn't be a good idea to leave you alone right now. I'd like to, um. To make sure you don't get sick? If that's okay? Um, but I insist, so. Um. I guess it doesn't really matter if it's okay? Sorry.”

Octavia sighed again. “You know what, I don't even care enough to argue right now. Just... get yourself under control and come in. Make some soup or find me a blanket or whatever you want to do that apparently my roommate can't.” She turned and strode into her cottage-

“C'mon, bitch! Harder! We're not playing fucking Jenga here, you're fucking my ass with a giant-ass strap-on and I can barely even fucking feel it! HARDER!”

“You want hard? We've got three hours before my roommate gets back from 'er concert, and by the time they're up I'll have fuckin' ravaged your ass so bad you're gonna be flying crooked for a fucking month!”

“Slut!”

“Says the bitch who fucked her way onto the Wonderbolts!”

“Less talking and more fucking!”

Octavia blushed. “Oh, um...” A hot ache blossomed deep in her core as she took in the spectacle before her. Vinyl was naked, save for the black strap-on she was using to fuck a blue-green pegasus mare in the ass. Her face flushed – she could feel it spreading, a tingling heat, like her sinuses were heavily congested, only not as thoroughly unpleasant. “Right. Okay.” She coughed, and then when the fucking didn't cease, she coughed again, louder. Though still not loud enough – Vinyl continued to rail her latest one-night stand doggy-style on the couch. “Okay, fuck it. Vinyl fucking Scratch, stop that this instant or find yourself a new place to live!”

That was enough to get through to her. Vinyl slipped mid-thrust, flailing around and falling backwards in a panic. The teal pegasus she was fucking got flung backwards right along with her, landing face-up on her back on top of Vinyl. “Ow, fuckin' – watch the goddamn horn, fuck! Ow!”

It took a few more minutes of awkward shuffling for Vinyl and her present fuckbuddy to properly separate themselves and get into a marginally less undignified position. The pegasus rubbed the back of her head where she had collided with Vinyl's horn, while Vinyl awkwardly rubbed at her face and abdomen where her partner's wings had collided with her. Octavia stood before the two, hands firmly on her hips, glaring sternly and furiously ignoring how turned on she was at that moment. “Vinyl.”

“Yeah, uh, hi Tavs.”

“So, hey, do you happen to remember the little agreement you signed waaaaaay back when you first started renting a room in my cottage? Do you remember the terms you agreed to?”

“Uh, yeah.”

“And what, pray tell, were those terms?”

Vinyl sheepishly averted her gaze, blushing. “Uh. No parties, need to keep the volume down after ten, gotta clean up after myself, gotta contribute to cooking and cleaning and shit, uh-”

“Vinyl.”

“No casual sex outside of my room?”

“Yes. And what exactly did I just catch you doing?”

“Having casual sex outside of my room?”

“Yes.”

“Sorry.”

Octavia rubbed her temples. “Do you know what, on any other day I'd be pissed off, but after the night I've had I'm just content to ask you to please avoid doing that in the future?”

“Yeah, that seems fair.” Vinyl stretched, the foot-long strap-on awkwardly flapping about.

“And take that fucking thing off please god damn.”

“Yeah, that... also seems fair.” She obediently began to slip the strap-on off while continuing the conversation. “So, uh, this is Lightning Dust. Say hi, Dusty.”

Dust waved. “'sup. I'm gonna go get some coffee. Anyone want some?”

Fluttershy awkwardly raised a hand.

“Cool. Hey, couldja grab my pants on your way? They're over on the back of the couch. Oh, how's Dash doing? Haven't had time to chat with her recently.”

“Oh, um, okay.” The two mares went into the kitchen, one after the other – the open plan of the cottage left Octavia and Vinyl with little actual privacy, but at that point it hardly mattered to either mare.

“So how was the concert?”

“It's a long story.”

“Right. Got anything to do with the whole complete lack of any clothing aside from the towel?”

“A very long story.”

Vinyl shrugged. “Shit, man, I got nowhere to be.”

“Fair enough. Still, it's... a really long story.” Octavia coughed awkwardly. “It's kind of your fault? But it's also kind of my fault. Mostly mine, really.”

“Uh huh.” Vinyl raised an eyebrow. “Like, what, you saw my pics and got so horny you had to strip down and fuck everyone in the concert hall one by one?”

“It's, uh, a really, really long story.”

Vinyl's eyes widened. “Wait, hold on, that was a joke. I didn't actually guess right, did I?”

“Well,” Octavia's blush deepened, “you're definitely close.” She gestured. “Come on, you're probably gonna want to sit down for this.”

“Bullshit.”

“I'm not making it up, I swear.”

“Yeah, sure you're not.” Vinyl rolled her eyes. “If you're gonna bullshit me, at least come up with bullshit that could actually, you know, happen? In real life?”

“It's a little far-fetched, yeah.”

“I, um. I've seen more unbelievable things happen.”

“You two stay outta this.”

“Look, that's what happened.” Octavia blushed – a fact that had been something of a constant over the course of this night. “You don't have to believe me if you don't want to. Won't make it any less what happened.”

“Yeah sure. I guess I'm gonna see you in the paper tomorrow morning, then?”

“Actually-”

“I was being sarcastic, Tavs.”

“I know, but-”

“What I meant was that you're bullshitting me.”

“Why on earth would I bullshit you about this, Vinyl? I mean, you know me, right? If this didn't happen, would I really tell you that it did?”

Vinyl glowered dubiously. “Yes.”

“Okay, now you're bullshitting me.”

“Well, it's a little out of character, but it's less bullshit than 'I turn into a fifty foot tall dickmare when I get horny and my cum turns other ponies into fifty foot tall dickmares!' That shit is totally something you'd make up to make fun of me.” She threw her arms in the air in exasperation. “And anyway! Just 'cuz you hate fun doesn't mean you wouldn't make up that kinda shit! If anything it just makes it more bullshit!”

“Well, there's an easy solution.” Lightning Dust took a swig of her coffee. “Like, you said you only grew so huge because you held back and you're not gonna do that any more, right? So just jerk it a bit, get a lil' big, cum, get small again.” She shrugged, leaning back in her chair. “Worst-case scenario nothin' happens, right?”

“I feel like there are a lot of significantly worse potential worst-case scenarios than that. But...” She slid her chair backward, shrugging off the towel. “I suppose that if I don't, then I might as well just be admitting that it didn't happen.” Though, she mused, would that really be so bad? Let Vinyl not believe her tonight, it's not like it mattered all that much in the grand scheme of things. Eventually she would get this thing under control. Genuinely under control, not the blind repression that made her inevitable failures of willpower that much worse – and Vinyl couldn't avoid noticing that specific aspect of Octavia's biology forever once she developed a healthy sex life.

But then, by that line of logic, she was going to have to develop a healthy sex life and get her problem under control first. And fuck, what better time to get a start on that than now?

Vinyl stared, dumbfounded. “I, uh. Okay. Not gonna object to seeing you jamming the clam either way.”

“I am!”

“No one invited you, Fluttershy. Why are you even still here?” Fluttershy responded by hiding behind her hair, and Vinyl sighed. “Whatever. Just... get goin' when you're ready, Tavytav Mac Tavtav.”

“Your pet names for me are getting ridiculous, Vinyl,” Octavia muttered, turning her attention to herself. Her hands hovered over her body – one awkwardly pawed at an orange-sized breast, the other rubbed her midriff. It wasn't like she'd never done this before. She'd masturbated a whole two times in her life. Sure, both times she'd been relying entirely on instinct and had been barely in control of her actions, but it shouldn't be too difficult to recreate the motions.

Well, aside from the lack of a cock. Usually (and by 'usually' she meant 'both times in her life she'd lost control of her libido and masturbated uncontrollably'), by the time she'd reached the point where she was actively masturbating, she had a very large hunk of flesh that was much easier to deal with than her cunt was. She lowered her rubbing from her navel to the actual thing, touching it. It was moist, but she wasn't quite sure where to go from here.

Perhaps she was going about it from the wrong angle. She'd never had to play with herself to get horny before. She was surrounded by beautiful mares, so fantasizing shouldn't be too difficult. Especially considering that only one of them was actually wearing a substantial amount of clothing. Lightning Dust was still completely topless, showing off her athletic body. Her toned musculature was clearly visible below her fur, the result of years of training. In spite of that, she had ample enough feminine appeal. Nothing compared to Vinyl, but certainly more than Octavia usually had when she wasn't really going. Her tight jeans clung to her expansive hips and thick, luscious thighs, wider than her shoulders. Probably not very aerodynamic, but impressive nonetheless. The position she was in left Octavia unable to actually see her ass, but her earlier glimpse had been more than enough to picture it clearly in her mind. Soft and expansive, jiggling like the cliche bowl-of-jello comparison in time with Vinyl's rough thrusting, in and out and in and out and in and oh fuck there it was. The warm tingle returned, starting deep in her chest and spreading its way outward. She groaned, biting her lower lip gently and forcing one eye open to continue gazing at Lightning Dust's hips – clearly she was on the right track, fantasizing about them.

Dust raised an eyebrow, smirking seductively as she followed the line of Octavia's vision. “Like what ya' see?” She licked her lips, and reached her way down. Her hands gently slid down her waist to her rocking hips, sliding around and grasping at the button of her jeans. “Wanna get a better look?”

Octavia groaned again, deep and throaty, and gave a more enthusiastic squeeze to a grapefruit-sized breast.

“I'll take that as a yes, then.” Dust slowly undid her jeans, rocking her hips back and forth sensually as they inched their way down her thick thighs. She strutted her way around the table seductively, making her way in front of Octavia. She turned, facing away from the shorter pony, and gave her ass a gentle smack, sending waves of motion through its ample padding. “It's all yours, cutie. Have fun~”

“Gnnnnnn,” Octavia groaned. Slowly, her quivering hands reached their way forward, one placing itself on each of Dust's cutie marks. She squeezed firmly, fingers and palms sinking slowly into supple flesh. There was just so much of it, soft and warm and big and full and big big bigger more FUCK-

“Hey, don't be afraid to get rough. I'm not made of glass, it's not gonna break if you get really enthusiastic. Hell,” she purred, “if anything I'd prefer i-woah!” Octavia shoved her face forward and downwards, burying her snout deep between Dust's ample cheeks. “Hell fuckin' yeah! That's more like it, bitch!”

Octavia inhaled deeply. Fuck, that was good. She let the musky, warm scent of raw sex left over from Vinyl's earlier fun envelop her, reaching deep into to her core and spreading like fire. So hot, so fucking hot and full like she was going to fucking explode!

“GnnnnnnffffuuuuuUUUUUUUCKKKKKK!”

Dust yelped as Octavia lurched forward, knocking her off her feet and spreading her ass wider. She plummeted forward, landing bent over the table, ass in the air. “Woah, okay, little too enthusiastic. Definitely movin' in the right direction, though! Wanna grab Vinyl's strap-on, have a little anal action?”

“Um.”

“Holy shit.”

“I, um, don't think she's going to need it. The strap-on, that is.”

“What the fuck is that supposed to mean?” Dust turned her head to get a better look at what was going on -

“Oh.”

Octavia was standing, chair toppled and kicked aside. Though standing wasn't an entirely accurate term – towered was more like it. She was huge, at least seven feet tall. Her breasts were enormous, each one twice the size of her head, capped with thumb-sized dusky grey nipples that glistened with droplets of sweat and milk. Her hips easily dwarfed Dust's, and her ample ass quivered deliciously along with all the rest of her, shaking with barely contained arousal.

But what really drew Dust's attention was the tree trunk of a cock that swung heavily between Octavia's legs. Its shaft was easily the size of Lightning Dust's torso, thick and veiny and quivering, precum drooling from the slit. At its base rested two enormous testicles that pulsed visibly with their copious load. And the scent, musky and hot and overwhelmingly virile, sent shivers up and down Dust's spine. Octavia had a firm grasp on the monolithic cock, gently milking more and more pre from it, the thick, salty liquid drooling all over Dust's prone body.

“Uh. Okay, so I was wrong.” Vinyl swallowed. “You absolutely do turn into a giant sexy shemare when you get horny. Who fuckin' knew?”

Fluttershy wiped away a stray strand of drool.

“So, uh, you can stop now, Octopussy.”

“Uh. Yeah.” Octavia quivered again, surging another foot taller in one jerky lurch. “I think I might have passed the point of no return.”

“what the fuck do you mean point of no return.”

Octavia surged to nine feet. “I mean that I should probably get out of here before I'm too big to fit through the door, Vinyl.” She bit her lip again, groaning lewdly as she stretched another foot. “I guess doing it intentionally – fuck – makes it go faster.” Another growth spurt left her hunched over, no longer quite able to stand upright without bumping her head on the ceiling. A spurt of translucent fluid arced through the air, splattering on Fluttershy's face. She grimaced, gingerly wiping some of it off.

“Maybe you should stop jerking off, then! Fuckin' Celestia's sake-”

“No fuck that keep going this is hot!” Lightning Dust squirmed on the table, hands buried in her crotch.

“That's just the precum talking.” Another surge left Octavia at twelve feet and counting. “Right, no more talking, I'm gonna get out of here before I can't get out of here.” Octavia wrenched her still swelling form around as best as she could in the very rapidly dwindling space before an abrupt surge of growth, much larger than any previous one, sent her stumbling and falling to the ground, trapped on her back in between the foyer and kitchen. The following surge left the now twenty foot mare's hips thoroughly wedged. “Fuck.”

Dust groaned. “Shit, that's probably bad.” She squirmed, hands firmly wrapped around her own newly-sprouted shaft, gently pumping it.

“Yeah, no shit. Hold on, Tavi, lemme just try and get you outta there.” Vinyl worked her way around to Octavia's thigh, and began to push against it. “C'mon, you fucker, get outta there.”

“Oh shit Vinyl you're making it worse.”

“Shush, almost got it fucking hell!” Vinyl punched Octavia's plush hips in frustration. “Okay, new plan, I'm gonna try pullin' you out. Dusty, get your hands off your cock and help.”

“What no! Bad idea! Very bad ideaaaaaaaaah!” Octavia's train of thought was interrupted by Vinyl crawling on top of an ominously rumbling testicle. She was quickly joined by a deleriously horny Lightning Dust, crawling their way along Octavia's quivering shaft. “Ooooooohfuck~”

Vinyl ignored Octavia, monofocused on pushing her way out of the kitchen, through the increasingly small gap left by Octavia's steadily growing form. There was just barely enough space in between the walls and Octavia's cock for Vinyl and Lightning Dust to immediately get themselves wedged tightly. “Fuckin' – of fucking course. C'mon!” Vinyl pressed and squeezed her naked body against the throbbing, growing shaft. Slowly but surely, lubricated by gallons of precum, she worked her way through the gap. Shoulders pushed through into the foyer, followed by a pop as her ample bosom broke free. From there it was easy going until her hips. “Gah! Curse my voluptuousness! And Dust, stop growing, you're making this way harder than it needs to be!”

Dust groaned in response. She was hardly even trying to push through, thrusting and grinding her member against Octavia's. Hers was barely a fraction of the size of Octavia's, nowhere near the point of catching up to the gargantuan musician's orchestra section, but still enormous on her frame. Her growing frame. Where Octavia grew in rapid, enormous jolts of size, Dust's growth was slower and steadier. Breasts fuller, legs longer, muscles larger, and her already wide hips, thick thighs and plush ass wider, thicker, and plusher. “Mnnnnnnnng fuckkkkkkkkkkkkk feels soooooo goooooooooood.”

“Really bad time to be feeling good, Dusty!” Vinyl firmly grasped at Octavia's slick meat as best she could, drawing forth ominous groans from the gigantic mare. Her body glistened, soaked in Octavia's precum from head to toe. It tingled intensely, and a deep, primal need built in her gut, pushing behind her crotch. “Oh, no, not gonna fall for that – gnnnnnnnfuck.” There was a weight, hanging heavy between her legs and pressing firmly against Octavia's flesh, that Vinyl pointedly did her best to ignore.

“Bigger!”

“No! No bigger! Bad Dusty!” Vinyl shifted her grip from Octavia's cock to the fur on her belly in an attempt to get a more solid grip on something not quite so thoroughly lubricated. She pulled, her new alabaster cock frotting Octavia's, drawing a quiet moan from Vinyl. “Fuck, this was a bad ideaaaaaaaaaaahn~” There was a wet pop, and Vinyl found herself flung across the foyer and into the living room, upside down against the far wall, her body bent over itself and her prodigious cock poking her in the eye. “Fuck.”

“Vinyyyyyyyyyl, I'm getting close~” Octavia writhed, hips thrusting as best as they could in spite of being thoroughly wedged – and getting more and more tightly wedged by the second. There was an ominous creaking groan from the walls, squeezing deeply into Octavia's thick midsection, ample flesh oozing and bulging around it. “I fuuuuuuck think our house is kind of a gnnnnnn write-off at this poiiiiiiint.” Cracks spread across the walls in angular spider web patterns, the whole house vibrating and making crunching noises of gradual structural failure in the face of the titanic mare.

“Okay! New plan, we get you off as quickly as possible before I have to find a new place to live again.” Vinyl groaned. “And me and Dusty I guess. At least Fluttershy's still normal sized, right?”

“Mnnnnnnn, well, she did get a face-full of pre earlier, but it wasn't a lot so maybe she FUUUUUUUUCK!”

“Fuck? What fuck? Fuck is what? Is it a bad fuck or a good fuck which I guess is also a bad fuck at this point, let's be real.”

Octavia's back arched as much as it had room to, her tongue lolling out of her mouth as her cock pulsed audibly. “Noooooope, Fluttershy's growin' too! And she's ooooooh fuck she's got her cock in between my balls and she's rubbing fuckkkkkkkkkkkk!”

“So she's ballfuckin' you?”

“Now is not the time for wit Vinyl Scratch!” There was a titanic rumbling, the walls to either side of Octavia beginning to give way in earnest. The whole building shook, dust and hunks of the ceiling raining on all four ponies. “I – fuck it, I'm cumming!”

Vinyl didn't get to experience much of Octavia's orgasm – she was directly in the line of fire for the first eruption of hot white cum. Immediately, what little restraint she had was washed away by need. She had always been so much more uninhibited than Octavia, and all it took was a slight adjustment to her position – not even an intentional one – for her cock to pop its way into her mouth and for all pretences of holding back to fall to the wayside in favour of vigorously fucking her own face. Gallon after gallon of cum surged forth, thoroughly coating the entire first floor of the house until every last millimetre had been covered by thick white spunk. With the final cataclysmic collapse of the walls that separated the kitchen from the rest of the house, even Fluttershy wasn't safe. She groaned, continuing to mindlessly thrust against Octavia's convulsing ballsack, the boulder-sized testicles pulling in against Octavia's body too tightly for there to be a cleft for her to properly fuck. Not that she appeared to mind. Dust remained pinned, wedged between Octavia's convulsing redwood and what remained of the walls, frotting and revelling in the impossibly vast output. Time seemed to blur together as the four mares fucked and came and grew, the free space in the house dwindling rapidly.

Ponyville slept. It was that time of night, when even the night owls had turned off the lights and gone to bed, but the early birds had not yet finished with their own slumber. The world was still and, aside from the soothing chirping of nocturnal insects and the gentle purr of the evening breeze, silent.

A silence that didn't extend to the edge of the town.

The outskirts of Ponyville were dotted with scenic cottages. Many of them were home to Sweet Apple Acres' various farmhands, the one closest to the Everfree belonged to Fluttershy, and nestled comfortably somewhere in between the two was a simple, two-floor affair. It was simple and tasteful, wood walls and a thatched roof, with a brick chimney that, in the winter, let out a gentle streak of dull grey smoke.

Tonight, it let out a thick white sludge, a cocktail of sexual fluids from four different ponies. The walls bulged out unnaturally, and spiderweb cracks darted their way around the creaking windows. The whole thing creaked and groaned, rumbling ominously before the roof burst open entirely, an enormous cock bursting free and spraying cum into the heavens. The dark yellow shaft was quickly joined by equally huge beige and dark blue pillars of flesh, each one gushing immense volumes of semen. Cum overflowed the now open roof of the house, cascading down the sides and rushing across the ground into Ponyville.

The rest of the house burst open moments later, foot after foot of yellow-furred flesh across the hilly outskirts of town. Lightning Dust wasted no time in shoving her cock in between Fluttershy's building-sized tits and thrusting away with wild abandon, each orb close to dwarfing the hundred foot tall pegasus. Octavia found herself shunted off to the side, dazed and confused and still cumming. “Well,” she said to Vinyl, who was busy sucking herself off, her hips thrusting wildly. Thick streams of gooey cum oozed from the corners of her mouth, her output far outpacing her growth or her ability to swallow it. “Tonight has definitely been... interesting.”

“Mrf.”

“Yes, I can tell you're busy but if I can cum and talk at the same time so can you.” She firmly grasped her shaft, giving it a solid pump, coaxing a fresh orgasm out. “Honestly, you need to work on your manners, Vinyl.”

She gazed around, taking in her surroundings. Her home was, of course, completely destroyed, but that was easily fixed. And an important lesson had been learned for the future; no sex inside. Her gaze trailed along, following the rushing river of cum on its way into Ponyville. Today was going to be a very interesting day, she mused. She turned her attentions in the other direction, towards the Everfree – and beyond, Canterlot.

That Bonbon was visible all the way from Ponyville should really have surprised Octavia. She was easily a match for Canterlot Mountain itself in terms of raw size, her drooling cock bigger than Octavia's entire body. The two mares' gazes met, and Bonbon gave a friendly wave before cupping her hands to her mouth. “Hey, thanks for letting me dom you earlier! It was a nice change of pace from the routine!”

Octavia blushed. “Uh, you're welcome?” she shouted, hoping her voice was loud enough to carry across the significant distance between the two mares.

“We should really do this again sometime! Now, if you'll excuse me, I'm gonna go contaminate a major water supply or two~”

“Well then.” Octavia sighed. It was all she could do, really. “Looks like it's going to be a very long day.” She hefted herself to her feet, drawing a quizzical look from Vinyl. “Well, some mares might be content blowing themselves,” Octavia stated snootily, giving one of her tits a firm squeeze, “but I'm far from content to just sit here and fuck like some kind of animal.”

“Mrf?”

“Well, Bonbon's got quite the head start on me, so I've got a lot of growing to do.”She punctuated her statement with another growth spurt, accompanied by a sensual moan. “Mnnnnn, but I'm sure I'll be able to catch up in no time.”

Octavia leaned down and hefted the now smaller Vinyl up over her shoulder, drawing a panicked “Mrf?!” from her former roomate.

“You know what they say; When in Ponyville, go on gigantic sex-crazed rampages across Equestria like the Ponies do. I hear Cloudsdale is nice this time of year. What do you think?”