Rarity's Amazing Magic Panties

by Hopeful_Ink_Hoof

Massive Security Measures

Previous Chapter

The sound of the bell ringing announced the arrival of someone to Rarity's shop. Ears perking up, Rarity turned toward from her workstation toward the fronts.

"Give me a minute, please," she called out as she pushed away from the table.

Now came the hard part: getting up. Now that she had only a month or so left in her pregnancy, she had gotten quite... noticeable. Her abdomen had become quite enlarge and rounded with the life developing inside, as had her breasts, which in the last week or so had started leaking milk and becoming quite sensitive. There was also a widening of her hips, and a thickening of her rear and thighs, about which Rarity was becoming quite sensitive. More importantly, the increase in her mass and change in her center of gravity, resulting in her having back pain, and making it a massive chore to try and get up from any chair.

"It's alright," a familiar voice called out. "Stay where you are. I am coming to you after all."

Oh thank heavens, Rarity thought to herself, settling back into her chair. Admittedly, she very much preferred it if she could simply stay in a nice, comfortable chair, and have anyone who entered the shop simply come to her. However, as nice as it would have been, it was not very professional behavior, and a good professional relationship with her customer base was a key portion of keeping Carousel Boutique open.

Besides, she could never stay seated for long, as the sudden feeling of her bladder needing relief reminded her.

A tall, lean unicorn mare entered the room. She had a pale sky-blue coat and bright orange hair. Currently, she was dressed in a black dress with gold accents that matched her eyes.

"Sassy, darling," Rarity called out as she lifted on arm, "do be so kind as to help me up, would you? It seems I need to make use of the facilities." She let out a sigh and rolled her eyes. "Again."

"Of course," Sassy answered, reaching out with her free hand to take a hold of Rarity's. With her assistance and a little of magical support from both, they were able to get the pregnant Rarity up onto her hooves.

Rarity's tail gave a flick as she reached behind her, rubbing the sore spot at the base of her back. Once certain of her balance she walked (and refused to admit it was waddling; a lady like her did not "waddle," no matter how pregnant she became) toward the restroom.

"I must say," Sassy said as she walked alongside, "that is quite a lovely maternity outfit you have." Her smile grew. "And you look absolutely radiant in your pregnancy."

"Thank you," Rarity replied, brushing a hand down along her skirt (with no panties underneath: a state that had once caused her to blush, but now was rather mundane). "One unexpected positive to this situation is a new understanding of what a pregnant mare requires of her clothing. Things I honestly had not considered prior to being in my current state."

Once the matter was finished, the two made their way to the kitchenette for some tea. While they waited for the water, Sassy pulled out a folder from the handbag she carried.

"Well, here they are," Sassy said as she held out the folder. "The sales figures for the past month, and a couple of special requests I thought you might be interested in."

She leaned in closer as Rarity opened the folder.

"As you can see," Sassy continued, pointing at the paper, 'those panties of yours have still been our biggest sellers." She gave a shake of her head. "I had no idea so many mares would be interested in experiencing what it would be like to have male genitalia."

"I am certain at least a portion of it is the sheer novelty," Rarity replied, continuing to study the papers. "An opportunity to experience something new and different without, to understand what it is like for a male, without spending a small fortune to have someone cast a complicated and high-level spell. Plus, it is temporary, allowing them to bring it to an end simply by removing the garment. That means that if someone is... considering their gender and preferences, they can experiment safely without any long term effects."

Sassy Saddles gave a nod, looking at Rarity and the figures as she let the information sink in. She turned her head, looking over toward the tea kettle as it was starting to warm up. Her attention then returned to her boss.

"There's something I've been wanting to ask you. With the popularity and innovation of these panties, aren't you worried about other designers stealing or copying them."

Looking up from the paperwork, Rarity stared at the other mare for a second. She then burst out in a fit of giggles.

Sassy blinked, eyes wide in surprise.

"Well, I'm glad to know you aren't worried," she said, "but may I ask what it is that makes the question so funny?"

Rarity's laughing stopped. Taking a breath, she wiped at an eye with one delicate white eye. A small cough escaped her throat as she collected herself.

"First," she said, "it would be a bit of a waste at this point. I am already working up a contract, which will allow other companies and designers to create their own version of my enchanted penis panties, for a small fee depending on the size and income of the shop. That way, a smaller business starting out can make them as well as a large national shop."

After giving a small nod, Sassy let out a snicker of her own.

"That is going to create quite an interesting fashion show."

"Oh, quite certainly," Rarity agreed, letting out another giggle of her own. "And I kind of look forward to seeing it. It will be very entertaining."

Especially if the models happen to get aroused while on the catwalk, she thought to herself.

"Now, back to the matter at hand. The second reason is that Twilight and I created a bit of a security measure built into the panties. One that would fade with time so as not to affect anyone using the garment properly, but shall activate should anyone attempt to try and tamper with them, much to the regret of the saboteur."

Curious, Sassy Saddles leaned forward.

"Would you mind telling me what that would cause?"


Suri Polomare stepped into the crappy little over-sized closet that was her apartment. She started to slam the door shut, but stopped herself, not wanting the neighbor's over-grown rat of a "dog" to start yap-yap-yapping away.

Unfortunately it did no good. Despite her efforts, something set off the damn animal, its painfully high-pitched barks filling the air and echoing through the entire floor.

A sigh of frustration escaped from the earth mare. One pale pink hand reached up to her face, fingers rubbing at her eyelids.

This was not how her life was supposed to be. She was supposed to have a line of clothing that was featured in every shop of Equestria. She was supposed to be on her way to having her own shop and franchise. she was supposed to be living in a fucking penthouse suite!

Instead, she was stuck in this dilapidated tinder box just waiting for a single candle to fall over to go up in flames, working for hours on end at a sewing machine to make other people's designs, and trying to work on her own in her free time.

It was all Rarity's fault. If not for Rarity, Suri would have taken first place at Fashion Week. If not for Rarity, Coco would still be working for her. If not for Rarity, the name Suri Polomare would be well on its way to becoming one of the best known in the fashion industry.

Fortunately for Suri, Rarity was also the answer to her problems.

A small smirk formed on her face as she held up the bag, the words "A Rarity for You" written onto the side. It had taken some work, putting in overtime, buying fabric only on sale, cutting back on dining out, and most of all, waiting until Coco Pommel was out of the shop, but she had done it.

She now had a pair of enchanted panties. Once she had taken them apart and studied them, she could figure out how they worked. Being an earth pony, Suri would not be able to reproduce the effects herself, but once she knew, she could then sell that information to one of the other clothing companies. And for quite a profit at that. Plus, it would mean that Rarity's shops would no longer be the only place selling them, cutting into the bitch's profit margin.

Her getting money and Rarity losing some sounded like a win-win to her.

Pulling out the panties, she dropped the bag. They were the cheapest and most basic pair the shop carried. Just plain white cotton without any sort of ornamentation or accents. While there were some with an extended opening ("so that the wearer can experience anal stimulation while having a penis," the sales girl explained), the pair Suri bought only had enough of an opening to allow the penis and testicles to slip free.

Suri made her way over to her little work station, turning on the magnifying lamp and pulling into place as she sat down. Using its magnifying lens, she held the panties close, studying the stitching along the waistband. Her brown eyes narrowed as she took in the threads, searching.

Until there it was. The spot where the stitching overlapped with itself. This was where the sewing had started and finished. With the overlapping, it was where the stitches would be their strongest, the least likely to break, but it was also the safest place to break the seam without damaging whatever magical symbols may be sewn inside.

Grabbing her seam ripper, Suri slipped the straight, pointed tip under the stitching and pushed forward. The thread strained it the metal rod slid under it, snapping as it was cut by the sharp edge at the base of the fork, and giving a small pop.

After the third stitch broke, a bright burst of magic flashed from the spot, filling Suri's eyes with its pale purple tinged light. Although she could not see it, she could feel the energy hitting her arms and chest, seeping into her. It tingled as is moved through her, collecting together as it flowed down into her stomach and settled into her crotch.

Suri sat there a moment, eyes wide as she stared down at her pants, her mind trying to process what she was feeling, and what it implied. She could feeling herself tingling with pleasure, the sensation spreading to her lower abdomen and the inside of her thighs. As Suri watched, the front of her pants began to shift, bulging outwards as it was filled with her previously non-existent penis.

A small hiss escaped her as she suddenly felt her testicles squeezed against her. It was enough to get her out of her shocked state and into action. Suri shot up, knocking the chair over in the process. Grabbing the front of her pants, she quickly undid the fly, then pulled them and her panties down.

A dark purple cock sprung free, bouncing up and down as it was released. The length twitched and throb, growing larger before her very eyes.

And larger!

And larger!

And LARGER!

As Suri watched, her newly formed cock continued to grow longer and thicker. She could feel her sac and testicles expanding, more and more of it pressing against the inside of her thighs and teasing both. Each throb of growth sent thrills of pleasure through her body. All the weight of the new, rapidly growing genitals pulled down at her.

Between the new weight, the shock, and the pleasure, it all became too much for Suri. Her knees gave out from under her, causing her to drop to the floor. There was a burst of pain as she landed on her nuts, pressing them between her and the floor. The shock made her length throb more, pre-cum spurting from the tip. She could feel herself being lifted by her growing balls, her legs being forced further and further apart. She could only watch, wide-eyed as the tip of her length lifted up higher and higher.

A ripping sound filled the air as her pants and panties were ripped in two. The remnants of the garments fell down off her legs, pooling on the floor beneath her.

Suri found herself panting in excitement and pleasure as she watched. Something about it was... thrilling. She reached up to her neck, untied the not of the scarf, and let it fall to the floor. Her blouse was quickly unbuttoned and joined it, followed by her bra.

Once the growth had stopped, Suri was straddling a pair of testicles, each the size of a beach ball. Reaching out, she wrapped her arms around the shaft and pulled it against her. The broad flat tip came right up to her chin. The smell of a masculine musk and arousal filled her nostrils, burning the desire into her mind.

She pulled the length closer, tightening her grip on it. The feel of her nipples pressing against the length and it pressing against them sent tingles of pleasure through her body.

Closing her eyes, Suri licked the tip of giant cock. The taste of skin and salty pre coated her tongue. Pressing her muzzle closer, she licked it again, and again. Her tongue pushed forward, slipping into the slit. She wrapped her legs around the base and squeezed, her hooves pressing into her sac and stroking to tease the contents within.

Shifting and adjusting herself against the length, she began to stroke herself against it. She did herself to move her entire body up and down along it, stroking up to the tip before pulling down toward the medial ring. Her thighs squeezed and moved up and down, rubbing as close to the base as she could get. Each movement up and down stroked her nipples across the shaft, sending fresh thrills of pleasure through her chest. Her hooves moved to stroke the sac, teasing the testicles inside. Suri's face kept buried in the in tip, breathing the smell deep into her lungs. Any bit of fluid that came up from her body was immediately lapped up and swallowed as if her life depended on it.

As her pleasure built, so did Suri's desperation. She needed to orgasm. To release. She wanted to feel the pleasure. Needed to taste the seed. She had to reach release. Her grip tightened and motion sped up with that desire.

Suri Polomare got her wish. Her entire body tensed as it was flooded with blinding, mind-blowing pleasure that burned out all possible thought from her already sex-addled brain. The massive sac pulled in tight against her as the beach ball testicles clenched, releasing their ample contents. The length swelled and twitched as she climaxed, noticeably bulging with each pulse of seed.

The first shot hit Suri in the face, knocking it back. It looked like someone had poured an entire gallon of milk all over her head. The thick fluid filled glued her eyes shut, filling her nostrils and mouth until she could barely breathe, smelling and tasting nothing else.

The second and third shots hit the ceiling, splattering against it and dripping down. The following half-dozen shots flew up before landing on to Suri, drenching her chest and adding more to her face. When she felt the first impact, Suri opened her mouth wide, trying to catch as much of the salty fluid as she could manage. The next two dripped from the head, landing on her stomach and running down along her body. The final spurt clung to the tip, slowly spreading across it and covering the head.

Panting with excitement and exhaustion, Suri brought her face to the head of her cock and started to lick it again. She licked up as much of the remaining fluid as she could, trying to get all of it. She did not want any of it to go to waste.

As the orgasmic high came to an end, she suddenly realized that she was sitting on floor, with a giant cock, covered in her own cum, and wanting more.

"What the FUCK happened?!"


"Well stitch my seams," Sassy cried out with a grin, grabbing her tea. "I have to admit that is quite an interesting little security system you got there." Her lips pressed thin as her eyes narrowed. "It's not permanent, is it?"

"No, no," Rarity assured, waving her free hand. "The state of hyper-arousal lasts only until the first orgasmic release, and the over-sized genitalia last anywhere between two and four hours, depending on the individual. After that, they should revert back to their normal selves." her own brow furrowed. "Although... I suppose it's possible they may discover a new fetish. They very well may repeatedly buy the panties to create the hyper-enlarged state."

"Buy? You mean they couldn't use the same panties again to reproduce the effect?"

Rarity shook her head.

"No," she answered. "A part of the overload which creates the effect also causes the magical symbols responsible for the spell to burn out. As a result, all that remains is a series of scorch marks along the waistband."

"Meaning even if the saboteur tried to continue, they would only find a series of burn marks," Sassy continued. "Burst my buttons, Rarity. That's just brilliant."

"Thank you."