Pumping Up

“Well, well, well.”

Icicle grunted, squirmed atop his water tank-sized belly. His puffy arms and legs wriggled uselessly, each one blown up to nearly the size of a pony themselves. No dice. He grunted, exhausted, as his bloated belly rocked gently over the wreckage of his bed.

In the corner of the room, he could hear Midnight’s footsteps come to a stop. He couldn’t see her over the enormous curve of his rotund belly. He groaned, then a low belch burst from his lips, a tiny fraction of the extra air in his body escaping from his taut, over-stuffed coat. Below him - though not too far - he heard Midnight giggle.

A few more even footsteps brought the top of her swirling, starry mane into the bottom of his vision. “What,” she murmured, glancing up at his grossly swollen body, “have we here?” A smirk played across her lips, a glint of surprise and mischief in her eyes.

Icicle grunted, then collapsed on top of his ten-foot belly. Panting, he grinned weakly down at his marefriend. To be honest, this was rather a new perspective for him - at seven feet even, Midnight was far more used to looking down on him, the top of his six-foot head barely reaching the top of her expansive bust.

And oh, what a bust it was.

Lovely, perfectly round tits stretched out a bust that could have held a foal in either cup, each one ripe and perky enough to squeeze. A pair of slender, manicured hands nestled neatly against Midnight's wide-flared hips as her impressive biceps flexed and relaxed idly. Her dark-lidded eyes flickered, and he caught sight of the deep, reptilian pupils dilating within them, eyeing him with a mixture of mirth and delight.

"You're certainly quite a bit bigger than I recall, Icicle," Midnight said, tasting the words deliciously. She took a step toward him, her thick hips swaying as her luscious thighs rubbed together. She stopped just before the gigantic curve of his belly, paused, and then placed a palm against his coat. Icicle exhaled, the tiny spurt of air barely enough to relieve any of the titanic pressure that had swollen him up to this size. Midnight bounced her palm against his taut middle for a moment, fingers flexing lightly as a smile twitched at her lips.

He chuckled, more than a bit awkwardly. "Um," he said, blushing. "I s'pose so, yeah."

"And - oh, my." Midnight's other hand went to her lips, and she slid her palm up around Icicle's bloated navel. He grunted, gasped for breath as her fingers brushed across his cock's shaft, so bloated with air and swollen in size that it could have fit two ponies inside, side by side. Nearly ten feet long and almost half that across, it was a monument of pulsating, flexing masculinity. Even drooling with spunk from his prior ejaculation, it was still throbbing with an arousal that Midnight's gentle touch only worsened.

His cock stiffened at her touch, his flare pressing upward against the ceiling as he ogled her massive rump shamelessly. From this perspective, the whole of her body was laid out before him - her huge, sculpted shoulders, her wide, foalbearing hips, her big, bouncing booty. So jiggly were her cheeks as she leaned forward, hands stretching wide around his flare, that he felt his balls swell at the sight of them. Icicle moaned, his titanic length growing longer and thicker still as his hundred-pound testicles crushed the debris of their bed further beneath their weight.

His cock was oozing so much pre that a normal pony would have found themselves drowning in it; Midnight, though, kept her muzzle open, slurping, drinking down his arousal as she explored his mountainous manhood with both hands - and both arms. Her breasts pressed gently against the underside of his member, turgid nipples pressing against the engorged veins of his length. Slowly, chuckling softly, Midnight began to jerk him off with her upper body, both muscular arms wrapped lovingly around his chode as her breasts smooshed beneath his rock-hard length.

"But how..." she murmured, her expression vacant. Icicle saw her vision drift over to the side, where his pump lay. Eyes widening with sudden glee, she caught sight of the nozzle; a moment later, Icicle felt a hard, wide-palmed telekinetic force spank him across the rump.

"Such a big boy," Midnight purred up at him. His cock throbbed appreciatively in her grasp, drenching her in another flood of precum. "You've been such a *naughty* colt."

With the ease of a practiced accomplice, she disrobed, her dress flowing off of her figure like water. Icicle groaned aloud, the warmth of her clit grinding against his flare suddenly more than he could bear. Smiling as though she knew a particularly juicy secret, Midnight leaned even further forward and laid a kiss across a particularly fat vein on his shaft.

Her hands found his belly, squeezed it appreciatively. So *taut*. He groaned, belched. Midnight laughed softly, her voice deep and rich like velvet.

"My little colt wanted to get bigger," she rumbled. Her nude breasts ground wonderfully against his cock, her cleavage spread just wide enough now for her nipples to press against his ballooned belly. "But he forgets that his mistress is bigger still."

Lost in a haze of lust, Icicle could scarcely respond to Midnight's words. He blinked blearily down at her, then moaned as his cock seized up again. Pre drooled down his shaft in waterfalls, cascading over Icicle's tits in a wash of milky-white. He'd cum just moments ago, and already his huge balls felt full again. He couldn't see them, but he could *feel* them, a pair of twin orbs the size of whole ponies that were already bloated, sloshing, and gurgling with an excess of seed.

So caught up in the throes of his own arousal - and, simultaneously, unable to tend to himself, given how big and bloated and *useless* his massive, bulging limbs were - Icicle barely even noticed it as Midnight's lip curled upward, her head beginning to slowly inch upward in the air. Her shoulders broadened, arms and legs thickening to the girth of tree-trunks themselves, as her enormous bust grew upwards, downwards, and ever-outwards, her mountainous tits wrapping lovingly around his cock as her entire body lengthened.

Shimmering waves of deep-blue magic flickered around her coat, sparkling with the light of distant stars as the already-amazonian Midnight grew into a *giant.* Beside Icicle's enormous, inflated body, any pony would seem small...but Midnight's steadily growing form left her more than a match for him. Her bulging, perfectly sculpted physique flexed with obscene power, her tits pushing outward as her height passed eight foot, moving over nine without even breaking a sweat. The floor creaked and groaned as she passed *ten* feet, her looming, tight-packed body matching his for weight as eleven feet, too, became a distant memory.

His eyelids fluttering, Icicle groaned softly - and locked eyes with a grinning, twelve-foot alicorn. Licking her lips, Midnight fluttered her own eyelashes and blew him a soft kiss.

All of the blood rushed to his face. Below and above him, his cock throbbed. Even now, she looked down on him, her horn and ears pressing against the ceiling as her massive bulk filled up the room. Beside her, he felt - not small, but round, his gigantic muscles almost paling in comparison to her awesome biceps.

He shivered as she leaned in close, her breath hot on his nose.

"I always thought you would look cute plump," she cooed. "This is even more so." She gave him a wink, grinding her huge, puffy clit not-so-subtly against his shaft. He groaned again, his toes wiggling in delight.

Still smiling, she turned her head to the side, where his monstrous, throbbing manhood gushed geysers of precum onto the carpet below. Already, an inch-deep sea of arousal had dampened the floor...and from the look in Midnight's eyes, it wasn't nearly enough.

"Mm." Icicle nearly choked as Midnight planted a kiss on the top of his swollen, bulging flare; his cockslit, drooling a river of pre large enough to drown a small stallion, seemed only to push his lover on with her steady lust. She grinned wickedly at him, winked. "You smell so good when you're big like this," she purred.

She kissed him again, right above his slit. He groaned, eyes flicking shut as his rotund, immobile body rocked gently back and forth. Midnight pushed further as the flow of pre redoubled, her steady kisses moving up the width of his flare as her chin was bathed in milky-white pre. Icicle gasped as her luscious, full lips pressed against his slit - and then moaned, whimpering and helpless, as her tongue lashed out to lap at his overflowing slit. His moans filled the air, melding with her appreciative grunts and groans, as her long, almost prehensile tongue wriggled down the length of his shaft, his slit actually widening with each *blorp* of precum that he spewed forth.

A strange pressure - even more pronounced than what he already felt - filled him. Eyes widening, he realized that Midnight was blowing *into*, his slit. Her cheeks puffed out, red filling her dimpling face as she exhaled steadily into his mountainous cock. His enormous stallionhood grew even more so, his cock and balls thickening, lengthening, as his massive marefriend expelled her breath into his over-inflated genitalia.

He felt...hot. Tight. *Stretched*. As he squirmed, he felt the ceiling crack above him. The bed groaned, the bedposts splintering beneath his massive, growing weight. His cock and balls swelled up with each breath Midnight puffed into him, the veins on his shaft growing more pronounced, the contents of his balls sloshing and bloating until he felt as though each orb held an ocean.

Slowly, Midnight pulled back. Her muzzle dripped with his precum, her face painted a clear, milky-white with his arousal. She pulled in a low, shuddering breath, and gave him a sultry little smile.

Just then, his cock bulged, lurched in her grip. A thick wad of precum - not spunk proper, but large enough in volume to have been twice the size of one of his prior loads - splattered all over her face and huge, busty cleavage. He stared at her in horror, flushed, panting with pent-up need, as she licked her lips and cheeks, her long tongue flicking almost teasingly against her chin as she lapped up a thick glob of his arousal.

"Horny, dear?" she purred. She wrapped both hands around his massive shoulders and grinned.

He swallowed. Far below him, beneath his room-sized belly, he could feel his balls rumbling with pressure.

"Y-yes," he mumbled. Midnight's smile only widened.