Gryphon the Dress-Up

by AzureDreamer

Rating: mature
Tags: Fetish, Comedy, Gilda, Rarity, Sex, Anthro, Slice of Life, My Little Pony: Friendship is Magic, Porn
Length: 4240

Rarity shows Gilda her new fashion line. Smut ensues.

Rarity, productive designer that she is, has invited Gilda to try out some new outfits. Gilda is initially skeptical, seeing as clothing is for dweebs, but Rainbow Dash has convinced her to give it a try. And Gilda is going to come to be very grateful for that, because Rarity specifically wants her to try out her brand new line of Erotically Enchanted Lingerie.

WARNING! CONTAINS TIGHT CLOTHING, MACRO, GROWTH, TRANSFORMATION, FUTA, HYPER, FEMDOM, AND PROBABLY A BUNCH OF OTHER WEIRD STUFF

Based on an RP between me and Unideal, who also edited it into a presentable format. Go read all her stuff, she's great.

Cover art by avante92

Consider donating to my patreon to fund more stories like this!

Published 2016-01-03 20:40:01 UTC
Last updated 2016-01-03 20:40:01 UTC

Something Something Gryphon Pun

Gilda probably wouldn't have come at all had Dash not vouched for it being worth it. As it was, it was a good half-hour after she was supposed to have arrived. Fashionably late, one might say. She chuckled at her own joke that she hadn't even made out loud, and knocked on the door to Carousel Boutique.

Knock, knock, knock. Rarity sprung to life, a twinkle of glee in her eyes. There she was! She could hardly contain her shivers and shakes as she stepped to the door, hardly daring to believe Gilda had shown up after all. Never doubt Rainbow Dash, apparently. She'd have to see to it that her favorite little pegasus was properly... rewarded.

"Oh, Gilda!" she exclaimed as she opened the door. Hopefully the surprise didn't sound too fake. "So glad you could make it!"

"'Sup, dweeb?" came the voice from above. Rarity found herself eye-level with Gilda's torso - in fact, she came up just barely to her armpits. She squeezed her way into the store, with some minor difficulty due to her size, grunting slightly as she forced her hips through the tight doorway. "Why do you ponies make your doors so fuckin' small?"

Idly, she scratched her plush ass, leaving tears in her jeans in the wake of her razor-sharp claws. Her pants in general looked like she'd used them as a scratching post, almost more shreds of fabric than actual pants. They showed far more than they covered. "So, what did you want me for?" she said, glancing around the store.

"For a dress-up, darling!" Rarity hardly missed a beat. For anypony else, a gryphoness - even one as small as Gilda - in their home would have been cause for alarm, but Rarity saw only the spark of opportunity. Oh, those legs! And, mm, those curves. She knew exactly the outfit for that. "I have this wonderful new line, designed specially with an eye for gryphons, and I thought you might want to try some out with me?"

"Yeah, that's what Dash said." Gilda muttered. She wasn’t entirely convinced, but whatever. "She also said this'd be worth my time. It'd better not be some dweeby girly bullshit." She scratched her butt again, flesh oozing through the shredded remains of her jeans - far too small for her large frame. At least they didn't look like a circus tent on her, like gryphon clothing did. That, more than anything, was why Gilda liked spending so much time in Equestria - she was something of a runt next to other gryphons, and she preferred to feel big.

Her claws roamed up to her equally undersized top - just barely covering the top half of her sizable tits. The only piece of clothing she had on that could be said to fit at all was her bomber jacket. And even that only reached slightly further than the shirt, just barely managing to come across as a stylistic choice rather than another too-small piece of pony clothing. "So where's the stuff?"

"Right this way, dear!" Rarity beckoned her deeper in, closing the door carefully shut with her magic. Her smile flickered for a second, teeth gritting ever so slowly together. The stuff! Dweeby girly bullshit! Oh, the nerve on that gryphon. That was certainly no way to refer to the finest in designer clothing. Yet, for the time, she grinned and bore it. Gilda was too large, too strong, too hot to feel the sting of a pony's insult. Tits large enough to smother a pony, arms rippling with more muscle than Big Mac's thighs. Why, even the princess herself would have felt more modest in Gilda's presence!

Yes, she was certainly big - for a pony. It was hard for the average Equestrian to imagine anything bigger than Gilda, but Rarity had travelled enough to know better. She knew the truth. The reason Gilda was so arrogant and aggressive, as Rarity saw it, was that even a small gryphon living in Equestria never had to learn proper manners. A gryphon amongst her betters, however...

"Here we are!" Rarity fished an outfit from the rack. One of the first in the line. A skimpy black bunny outfit, complete with floppy white ears. It was slightly too big for a normal pony, but on Gilda it would be just large enough to hide absolutely nothing. "Why don't you try this on for starters? I'll go upstairs and change into one of my own."

"... Yeah, sure." Internally, Gilda groaned. Oh, gods, it was dweeby girly bullshit. But Dash had said that it'd be worth it, so she refrained pointedly from voicing her exact opinion on the outfit. Instead, she simply started on removing her clothing, not even waiting for Rarity to leave.

"Oh!" Ten seconds of staring and already a blush had begun to spread across Rarity's face. It was one thing to imagine Gilda as small compared to other gryphons, but in the flesh Gilda was still more than enough to make her feel small. Idly, she cupped one of her own breasts, mentally comparing apples to the wobbling watermelons fit to burst Gilda's shirt before she could peel it off. "Uh, yes." Hastily, she grabbed her own outfit from the rack and ran upstairs. "Take your time, dear! I'll just be a minute."

Gilda huffed. "You can just change down here, y'know. 's not like you've got anything I haven't seen before." She didn’t bother stopping Rarity, though - too distracted by the loud ripping noises as her claws finally shred her jeans completely. "Shit," she muttered, tossing their tattered remains aside. "Guess I'm gonna have to get new pants."

She was much more careful shrugging off her jacket, gently pushing her shirt up and over her head and off her arms with her knuckles. Thankfully she didn’t have underwear to deal with. She had yet to find a bra that fit anyway, and why bother with panties without a bra? Finally naked, she grabbed the outfit and held it up to her body. A single glance confirmed the obvious. "I guess I shouldn't have gotten my hopes up," she sighed. Just as far-too-small-for-her as every other piece of pony clothing she's ever owned. "Designed with an eye for gryphons my ass."

Still, she'd promised Dash, and didn’t want to risk losing her only friend - again. She awkwardly shimmied her way into the tight black leotard. Her claws didn’t tear it to shreds completely, which was a good sign. The bad sign was that it covered exactly nothing. In the back it was devoured by her thick ass, and in the front it sank into her cunt. Up top, it just barely covered the lower third of her nipples. Maybe this was what Rarity had meant by making her new line with ‘an eye for gryphons’. She’d be giving any pony who looked at her an eyeful, that was for certain.

She frowned at the last part of the outfit to be put on, tail twitching back and forth in irritation. “A bunny-ear headband,” she grumbled. “Really.” Sighing, she shut her eyes and jammed it onto her head. She fiddled with some clips on the underside, adjusting it here and there until finally she shrugged and gave up. It looked good enough. If Rarity objected to that, she could adjust it.

Gilda glanced at herself in the mirror, ever so slightly amused by just how much of her massive body it put on display, while still technically covering her. Well, for all its faults, it didn’t do a half-bad job of accentuating her… finer assets. And not a tear in sight, either. “Huh.” She turned herself sideways, mentally calculating the ratio of lush brown fur to black fabric. Not bad at all. A slight grin spread across her beak. “Gryphon could get used to this...”

Rarity, meanwhile, had much the opposite problem. Stripped nude, she eyed herself in the dressing mirror. "Well," she muttered to herself, "this certainly won't do."

Truthfully, Rarity had never been unhappy with her body before. Perhaps a little worried by how quickly ice cream could sneak its way onto her waist, but in the end she'd always been stunning by any pony's standards. Applejack had her muscles, Pinkie had her curves, and Fluttershy had a bust that could block out Celestia's sun, but Rarity could cut a pleasing balance all her own. Pert breasts big enough to fill a (smallish) palm, an ass with only the slightest, teasing capacity for jiggle, and such a luxurious white coat. She'd always been the crown jewel of any ensemble, but here and now, next to Gilda she simply felt... less.

She grimaced as the sounds of Gilda rumbling and thumping filtered upstairs. "Already working," she murmured. She looked over to her own outfit, biting her lip. "I should hurry."

A few minutes of suiting up later, Rarity finally set the clasp on her bra, eying her flagship creation as worn by her flagship model (herself, of course). It was a poor fit, if there ever was one. A lingerie set, woven from shimmering black silk, made for a creature the size of a full-grown griffon. On a pony like Rarity, it looked positively comical, and it was only with magic that she didn't slip out of it altogether. She giggled, feeling the outfit's own magic tingling through her fur. "Not my best fit," she said to the Rarity in the mirror, her eyes inching slowly off the frame. "But it's something I can grow into."

“Oooooh…” She almost moaned as the magic takes full effect, her limbs lengthening, muscles rippling beneath her skin. It was decidedly erotic, the way her breasts were filling into her bra, creamy white flesh pouring into the sparkling black mold. She could feel her nipples hardening, a warm wetness building between her legs. She so badly wanted to tend to herself, but she couldn’t! Not with a guest over.

By the time her growth finally petered out, Rarity nearly had to crouch, lest her head hit the ceiling. "I think that's good enough for the first stage," she said, grinning. What she can see of herself in the mirror looks, to be frank, damn fine. "Perhaps I should go check on Gilda."

"What's taking her so long?" Gilda muttered. The outfit was starting to feel oddly stifling; hot and tight and uncomfortable. She was unsurprised by the latter two, but considering how skimpy it was, it shouldn’t have been nearly this hot. Her whole body was sweating and aching, like lying under winter covers in the middle of summer. And she had a headache, too. Probably from the headband - maybe it, too, was too small? She glanced again at herself in the mirror. The Gilda staring back at her looked the same as ever, except she was shifting anxiously from paw to paw, as if she was waiting for something… or someone.

Crunch, crack. The wooden steps buckled easily beneath Rarity's weight. Normally she would have been aghast at the mess, but right now she simply felt too good! Every step brought the enchantment further along, a beautifully coiffed purple mane shifting into a coat of pristine white feathers. White fur grew browner and bushier, her fingers morphing into golden talons as her hooves became thick, padded paws. "Yoohoo!" she calls, as a pair of muscular lionlike legs descended into view. Already Rarity was a full grown gryphoness, and a magnificent example of one at that. "Gildaaa~"

"What?!" Gilda lashed out, frustrated. She was hot and uncomfortable and horny and for some reason she couldn’t stop thinking about Rarity. So why was Rarity interrupting her when she was clearly so ticked off?

Then she actually saw Rarity, and her jaw dropped. At first, all Gilda could make out were the legs, thick as the old Rarity's torso had been. Then came the muscular, bulging brown thighs, a luscious ass accentuated - not even close to being hidden - by the thin black strip of her panties. A long, flexible lion's tail swished behind her, wrapping itself loosely around Rarity's toned stomach, then uncoiling just as quickly. The breasts bobbed into view next, jiggling brown-furred masses the size of a foal each. Hints of cherry pink nipples dance at the edge of her overstressed bra, made for only an average gryphon. Not... this.

Finally, Rarity's own head descended into view, making twelve feet from the tips of her feathers down to her paws. If Gilda was a runt among gryphons, Rarity could easily pass for a queen. She grinned, an almost predatory gleam in her eyes. "Oh, how adorable!" she gasped, sweeping Gilda up, burying the formerly-towering gryphon's head in her own monstrous breasts. "That bunny outfit suits you just perfectly!"

Gilda didn’t have the time to react to Rarity's transformation. Not that she could have. She was at a complete loss for words, overwhelmed by Rarity's sheer presence. Where before, Rarity had barely come up to Gilda's armpits, now the size difference has been reversed. More than reversed, even. Rarity had at least reached Gilda's armpits before. Now Gilda was almost short enough to be eye-level with Rarity's navel. Rarity even had to lift her up her up to nestle Gilda’s head against that all-consuming bosom. Oh gods, if her mere presence was overwhelming, being this close to her, enveloped in her enormous tits was even worse. And her smell! Rarity smelled amazing. Sweet and spicy and sexy and...

Almost virile. Gilda came just from inhaling her scent. Dimly, her brain registers Rarity’s compliment. "Y-yes, ma'am."

"Such a cute little bunny," Rarity giggled as Gilda writhed in the throes of orgasm. Talons sharp enough to tear skin and rend flesh were barely a gentle, pleasurable scritching to Rarity's new coat. She sighed, playing with the floppy bunny ears of Gilda's headband as the gryphon finally settled down. "I could just eat you up!"

"... eat... me..." Gilda unconsciously licked her beak, purring reflexively. Loud and deep and rumbling, like an earthquake. And yet she knew that if Rarity so chose her purring could shatter glass. And the heat. Gods, the overwhelming heat. As soon as she was let down, she dropped to her knees, pawing at her crotch and tits and staring at the larger gryphon, eyes blank and dim, overwhelmed by need. The need to please her mistress.

Rarity’s tongue ran slowly along her beak. Goodness, how small and fragile Gilda seemed now! Almost as if she really was a little bunny rabbit to her. While eating her wasn’t in the plan, a bunny so cute as that simply couldn’t go to waste. "Say, Gilda," she asked, looming large over her 'little' companion. "What say we have some... fun together? A little, mm, bonding in private?"

"Yesssssssssss." More of a low, rumbling moan than a word, but Rarity could make it out just fine.

"Mm, so eager!" Rarity grinned, feeling the third stage of her outfit's enchantment buzzing through her. She could barely stifle the machine gun sound of her own purrs as the pressure built in her crotch. The whole house seemed to creak and shake with the rumbling of Rarity's pleasure, inch after inch of thick gryphon cock spilling from between her legs. A bulging mass of throbbing flesh, knotted at the base and flared at the top. Rarity purred still louder as it grew and grew, talons gently stroking the shaft like a favorite pet. A pair of fat, brown-furred balls spill out to complete the ensemble, each the size of Gilda's fist to match a dick as long as her arm.

"Ah," Rarity sighed, the transformation finally complete. She looked down at herself - all twelve feet - and smiled. "It seems I should have been born a gryphon! I certainly have the genes for it, don't you think so, Gilda?"

But Gilda didn’t seem to be much in the mood for proper conversation. Instead, Rarity realized, she’d have to speak a more… primal language in order to get something out of the gryphon. She turned to sit herself down on the couch. The wooden legs creaked beneath her weight, and she noted with satisfaction that a couch big enough for the old Rarity to lie on was almost just a comfortable chair to the new, improved Rarity. She spread her muscular brown thighs, allowing her cock to sway hypnotically before Gilda's head. A drop of musky pre welled at the tip, begging for a home in some willing pet's stomach. "Well?"

"CooooOOOOOOOoooooock," Gilda moaned, almost incoherently. Whether it was Rarity’s overwhelming figure or the enchantments laced into her bunny outfit, thoughts of anything else had become nearly impossible. She staggered forward, falling face-first into Rarity's big, musky balls. She moaned again, deep and lewd, inhaling the heady scent of Rarity's sex, the overwhelming masculinity of it. The pearl of precum oozed down Rarity's length, and Gilda swooped upwards to catch it, letting it land on her face. She licked as much of it up as she could manage. "Fuuuuuuuuuuck," she groaned, tongue shifting to lap at the cock before her. So big. So fucking big.

"Oooh, yes!" Rarity moaned as Gilda got to work. "Mm..." She sighed in satisfaction, reclining back to make herself comfortable. Already she could feel her balls churning up more and more cum, filling achingly full with nutritious cum for her new pet bunny. Pre streamed faster and faster from her tip, more juices than even Gilda's desperate tongue could lap up. More and more of it splatters on her pet’s beak, streaking across her feathers, marking her as Rarity's own. "Goodness, Gilda! Such enthusiasm. One would think you'd never laid eyes on a real gryphon before!"

“Nngh…” Gilda’s head bobbed in a nod, focused so much more intently on the sweet, musky precum drooling all over her. Covering her. Overwhelming her. Sooooooo much. All hers. And she was all Rarity's. She fawned over the massive pillar of meat, worshipping it like it was a god. Like Rarity was a goddess. Hell, she was a goddess. A Queen. An object of worship. Her mistress. Her goddess.

She moved her body upwards, grinding against Rarity's member. Enveloping it with her sizable tits - though they were nothing compared to Rarity's, they were big enough to give a good titfuck. Her outfit was perfect for it, leaving her with ample cleavage completely exposed. Rarity could clearly feel the pressure from Gilda's breasts, and the sensuous rumbling of her purring felt wonderfulin turn. Gilda licked tenderly at the head, desperate to get more and more of that delicious cum in her.

And more she would get. Rarity's purring grew into a low rumbling roar, the vibrations running straight from her chest and into Gilda's as those luxurious brown globes cradled her cock. Almost as much as Gilda's tongue or her tits, Rarity found herself getting off on simple dominance. Watching Gilda worship her like a living goddess, knowing that even her own simple purring was more than enough to drown out the frantic beat of Gilda's heart, got her hotter than any aphrodisiac. "This is how it works in gryphon society, isn't it?" she said, only half-teasingly. "The biggest gryphon is the dominant, the alpha. And the smaller gryphons... Well! I believe that by law, they belong to her, don't they?"

Pre was running faster, in thicker streams down her shaft, coating Gilda's tits in a healthy sheen. Talented as Gilda's tongue was, she couldn’t hope to catch the whole flow. Not from a gryphon as big and virile as Rarity. She bucked her hips gently, orgasm nearing. "Tell me, Gilda," she gasped. "Who's the bigger gryphon here?"

"You are, mistressssssssss," Gilda hissed. Her whole torso was coated in a thick layer of glistening, musky precum. So much. She could hear Rarity's balls churning with seed, loud and intense and so close. So much cum. Her cum. She had never gotten to be the favourite before. She was the runt of the litter. Too small to please any Alpha. No Alphas wanted someone as pathetic as her. But now she was finally getting the attention she deserved. That she craved. That she'd always dreamed of.

Weakly, Gilda pulled herself upward, opening wide to take as much of Rarity's cock into her mouth as she could. Which wasn’t much. Distantly, in the back of her mind, she recalled that her dream had never been to be an Alpha's favourite. In fact, she'd wanted to be an Alpha. But that couldn’t be right. How could she not want this? This sweet, delicious, luscious coating of cum. So much cum. Her cum. Her goddess's cum. Marking her as Rarity's property forever, inside and out.

"Mm, what an excellent answer, pet!" Rarity tensed, talons sharper than any blade slicing easily through the fabric of her couch. Her hips bucked, forcing Gilda's mouth that extra bit wider, cramming that extra bit more of herself into that wonderfully tight throat. She was slipping almost naturally into the mindset of an alpha. That easy confidence. The willingness to take what was hers by right. And the desire to care and protect for those beneath her - so long as they remembered who was on top. Rarity shuddered, her orgasm drawing nearer with every stroke of Gilda's tongue along her shaft. She simply loved the look of pure adoration in Gilda's eyes, the obvious lust for her alpha. Such a good pet! Her balls were swelling fuller and fuller, her arousal perilously close to the peak. "Now, tell me how much you want me, and I'll give you your treat."
"I want you so bad it hurts. I want you to fill me full of cum. I want to have your cubs. Fuck me like the little slut I am, mistress," is what Gilda tried to say. Instead all that came out was a low gurgling moan, muffled by the half-foot of cock down her throat.

Yet even that was enough to send Rarity over the edge, her hips thrusting powerfully, balls unloading pint upon pint of warm, gooey cum down Gilda's throat. Rarity spasmed, screeching her pleasure loud enough to shatter the windows. Nearby ponies could make neither heads nor tails of the sound, but for passing by gryphons, the cries of an obvious alpha turned their thoughts quickly to sex and a need to breed. All the while, Rarity's orgasm continued, dumping spurt after spurt of creamy semen down Gilda's throat so quickly she could barely swallow it all.

And she couldn’t. Eventually, Gilda relents, allowing Rarity's cock to slip from her throat, the ongoing orgasm basting her thoroughly in Rarity's cum. Soaking her in it. It would be a miracle if, after a dozen showers, she smelled any less like her alpha’s orgasm.

Finally, though, Rarity's orgasm drew to a close, the pressure in her bloated balls temporarily relieved. She giggles, looking down on the cum-soaked Gilda, her belly bloated with cum beyond reason. "Well!" Rarity says. "I certainly did enjoy that answer. Did you like your treat, pet?"

Gilda could only gurgle in response, rubbing her distended belly - almost as big as the rest of her combined, and yet somehow still contained by the bunny outfit - and grinning contentedly. It would be a good while before she was completely coherent again. And the mind-control lingerie wasn't helping on that front.

"I'll take that as a yes." Rarity sighed, basking in the afterglow of her orgasm. Already, she could feel her balls churning, brewing a new batch of cum for another willing pet. "Being an alpha is hard work, it seems," she said, stroking herself contentedly. And she was even more correct than she knew, the couch creaking pitifully beneath her as her body expanded, stretching almost a full half-foot taller. Breasts bigger, talons sharper, feathers glossier. The same seemed to happen to Gilda, the bulge in her belly shrinking ever so slightly as the gryphoness stretches outward.

A smile spread across Rarity's face, remembering another tidbit of gryphon biology: alpha gryphons, and their harem, grew in proportion to the size of the harem. In gryphon lands, fierce competition kept everyone (relatively) small, but in Equestria, where there are very few other alphas to compete with...

"More pets..." Rarity whispered to herself, doubling the tempo of her masturbation. "I do like the sound of that."

Knock, knock, knock. A sound at the door.

"Speak of the devil," Rarity says, barely able to contain her excitement. "Come in!"

The door opened. "Yo, Rarity, did Gilda ever show up?" A familiar voice, and a familiar rainbow coloured pegasus walked in. "What exactly did you have in mind, anyway? I mean, I assume it's some kinda sex thing, it's always some kinda sex thing, but-" She stopped. And stared. At the twelve-and-a-half foot tall alpha gryphoness. And at the eight-and-a-half foot tall mindless cum dumpster Gilda had become.

She sighed. "Oh. This shit again." She gently rubbed her temples. "I'll go get Twilight. Again." She turned to leave the boutique, muttering in irritation. "We really need to get you a hobby that isn't turning my friends into mindless sex slaves."

“Oh, yes!” Rarity grinned, delicious new ideas forming before the door has even shut. “Bring Twilight along, too. I have the most wonderful outfit ready for her…”