"Welcome to Ponyville..." Midnight Star pursed her lips as she read the sign outside the little town, a slight breeze ruffling her jet-black coat and blowing a few strands of her ice-white mane out of place.
"Looks like a pleasant enough place," she mumbled to herself. She squinted against the setting sun as she cast her eyes around the town, looking at the cosy houses nestled among the cobblestone streets. Small-town Equestria, it would seem—one of many towns of its type she'd come across in her travels. Appleoosa, Hollow Shades... small, friendly communities. Not as many opportunities for her particular brand of fun as in the big cities, but they were serviceable all the same.
A smile came across Midnight's lips as she trotted into town. Tonight, she certainly felt like having some fun... all she needed was to find the right pony.
The evening air grew colder as Midnight trotted through the narrow streets, politely greeting and chatting to the townsponies as she made her way through town, ostensibly looking for an inn to stay the night. Granted, she was looking for somewhere to stay the night, but that wasn't her top priority. No, her priority was finding the perfect pony to have some fun with.
To her slight irritation, she hadn't found anypony suitable just yet. She'd know she found the right one when... well, she just knew. She'd see a pony, and something about them would just speak to her. Tell her that yes, this was the one she'd use for the night.
Unfortunately, she hadn't found anypony in this town who'd given her that feeling. She grunted with frustration, scuffing the ground with a hoof. This was why she preferred the cities. There, you had thousands of ponies to choose from. In small towns like this, there were only a few hundred, maybe a thousand at most. If you didn't find one there, then you were plum out of...
Then she saw him. A tan earth pony stallion with a chocolate-brown mane and tail, blue eyes, and a cutie mark of three blue horseshoes. Midnight's eyes widened, before a smile crossed her face. Oh yes... yes, he would do perfectly.
The stallion was walking along, whistling tunelessly, when Midnight cleared her throat behind him. He jumped slightly, before turning to face her with a slightly nervous expression.
"Oh, sorry!" Midnight said, giggling. "I didn't mean to startle you. I'm looking for the Cosy Pines Hotel. Do you know where that is?"
Satisfied that the mare before him meant him no harm, the stallion gave her a smile in return. "Oh, um, sure. It's a little ways out of town, about ten minutes from here. I can show you the way if you like. I mean, it'll be easier than explaining where it is."
Perfect. "Yeah, that'd be great," Midnight smiled. "I'm Midnight Star, by the way."
"Caramel," the stallion offered. With that, the two set off through town. As they walked, they made the sort of idle small talk that newly acquainted strangers are wont to make.
"So, what brings you around here, Midnight?" Caramel asked.
"Just travelling," Midnight said casually, flicking her mane to one side with a toss of her head. "I enjoy wandering Equestria, seeing what the towns and villages have to offer. I've been almost from coast to coast, you know."
"Really?" Caramel whistled. "Man, I'd love to travel, but I never find the time or money. Plus it's hard to get time off work."
"What's work?" Midnight asked.
"Farrier," Caramel explained, turning his head and nodding at his cutie mark. "It's hard work, but there's plenty of work to be had. Just about everypony in Ponyville has come to me for new shoes at some point."
As they continued to walk and talk, Midnight scanned her surroundings, looking for a good spot where she could have some fun with this stallion. It might be a better idea for her to wait until they were out of town. In fact, it looked like they were coming up to the outskirts now. They were leaving the houses and cobbled streets behind, and ahead of them were rolling fields accompanied by a small grove of trees...
The trees! Perfect.
"Almost there now," Caramel smiled. "It's just up the road a bit. A little out of the way, but it's a nice place to stay."
"Mmhmm." Midnight remained silent until they came to the trees, then stopped.
"You know, Caramel," she said, injecting a sultry note into her voice, "there's... something else I need. Something more than just a place to sleep."
"Oh?" Caramel replied. "What's that?" He noted the half-lidded expression Midnight was giving him.
Midnight smiled and sighed. "I'm lonely, Caramel. It gets pretty lonesome being out on the road on your own. Sometimes, you just need to feel... something good." She stepped up close to him, close enough that they were almost muzzle to muzzle.
Caramel flushed deeply as he realised Midnight was flirting with him. "Well, Midnight, um... I'm flattered, I really am, but... didn't we just meet?"
"Oh, what does that matter?" Midnight giggled, pulling him in closer. Caramel yelped slightly in surprise, but didn't resist. "We're both grown ponies. Besides, it's not like I'm looking for a long-distance relationship. Besides, you seem like the sort of stallion I can trust." She winked. "Plus, you're a heck of a cutie."
Caramel's blush turned a deep crimson, and he chuckled. "Well, when you put it that way..."
"Shh," Midnight whispered, before leaning in and giving him a peck on the lips. "Enough talking. Come on, let's head to those trees... somewhere nice and discreet."
Caramel was more than happy to let her lead him to the grove, scarcely able to believe his luck. Hadn't he just been thinking about how long it had been since he'd been in an intimate relationship? Granted, this wasn't a real relationship, but a quick fling was just as good.
Hidden safely among the trees, Midnight wrapped her hooves around Caramel's neck, gazing him in the eyes. She smiled and winked.
"You know, there's a saying you should have listened to when you kissed me back there, Caramel," she said softly. "A moment on the lips..."
She broke away from him, walking over to his rear and hungrily eyeing his flanks.
"...forever on the hips."
Without any further aplomb, she grabbed hold of both of Caramel's flanks and began to knead them. As she did so, her horn lit up with a white glow, transferring a flow of magical energy from her horn to her hooves.
"Whoa!" Caramel grinned, laughing. "Forward, aren't..."
Then he cut himself off, as he felt a strange sensation in his flanks. Were... were they growing heavier?
Caramel turned his head. To his utter shock, both of his flanks had ballooned in size. They were almost twice as big as they normally would have been. Caramel began to feel decidedly bottom-heavy as Midnight kneaded his rump, swelling his ass cheeks up to match his flanks.
"What the buck?" Caramel gasped, his eyes wide with shock and horror. "Wh-what are you doing? Stop it!"
"Oh, I don't think so," Midnight giggled. "The fun's just getting started!"
She crouched down low and pressed her hooves into Caramel's toned, muscular stomach, kneading almost painfully deep. Caramel moaned as he felt his stomach begin to bulge, his abs giving way to a flabby pot belly.
Midnight licked her lips, letting out a squee of glee as she watched her prize grow rounder, softer and fatter. Gods, this never got old. To take somepony so thin and make them so big...
Caramel moaned again. "Why... why are you... doing this...?" he mumbled.
"Because," Midnight said sweetly, "I like my ponies big. Very big." She chuckled. "You think you're big now?"
She trotted over and smooshed Caramel's cheeks, causing them to swell up with fat as well. "You should see the stallion I have at home. Hazelnut, he's called. I've got him big enough to fill a room on his own!" She giggled. "But then, I had months to work on him. You, not so much. But, I think I can work with what I have..."
She continued to rub all over Caramel's body, every touch of her hooves causing new deposits of fat to bulge out. Caramel groaned. He wanted to resist, to fight back, but he just... couldn't. It felt like his senses were trapped in molasses, preventing him from coordinating any sort of resistance.
Finally, Midnight stepped back and admired her handiwork. Thanks to her careful sculpting, where once there had been a trim, fit stallion, there was now a massive butterball in need of a serious crash diet. Caramel's gut hung low enough to scrape the forest floor, swaying slightly from its own momentum. His rump had swollen to the approximate size and shape of two overinflated beach balls, the weight of his butt cheeks forming a crease running along their bottom halves, with a pair of thick, meaty flanks to match. His face, as round and plump as that of a chipmunk, bore a look of wide-eyed shock and disbelief. His mouth opened and closed like a particularly dumb fish as he tried and failed to make sense of what had happened to him.
"Well, that was fun, Caramel," Midnight said cheerfully. "But I think it's time we called it a night."
One final burst of magic from her horn shot towards Caramel. Immediately, his eyes drooped and became heavy. With a slosh of his wobbling stomach, he fell to the ground, fast asleep.
Grinning widely, Midnight left him in the grove and continued on her way to the hotel. Caramel would wake up some time the next morning, no worse for wear, but in dire need of a diet and exercise regimen. By that time, Midnight would be long gone, on to some other place... and some other pony to have some fun with.
END
